<PAGE>

                                                                   EXHIBIT 10.33

                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 31, 2003

                                BETWEEN AND AMONG

                            HERITAGE OPERATING, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP

                                   "BORROWER"

                                       AND

         THE BANKS NOW OR HEREAFTER SIGNATORY PARTIES HERETO, AS LENDERS

                                     "BANKS"

                                       AND

                     BANK OF OKLAHOMA, NATIONAL ASSOCIATION

          AS "ADMINISTRATIVE AGENT" AND CO-LEAD ARRANGER FOR THE BANKS,

                                       AND

                                  BANK ONE, NA,

                AS "CO-AGENT" AND CO-LEAD ARRANGER" FOR THE BANKS

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                     <C>
ARTICLE I            DEFINITIONS; ACCOUNTING PRINCIPLES, TERMS AND DEFINITIONS; CONSTRUCTION....................         1

   1.1      Definitions.........................................................................................         1
   1.2      Accounting Principles, Terms and Determinations.....................................................        28
   1.3      Construction........................................................................................        28

ARTICLE II           THE CREDITS................................................................................        29

   2.1      Acquisition Facility................................................................................        29

      2.1.1       Acquisition Loan..............................................................................        29
      2.1.2       Maximum Amount of Acquisition Credit..........................................................        29
      2.1.3       Acquisition Loan Borrowing Requests...........................................................        29
      2.1.4       Acquisition Loan Account:  Acquisition Notes..................................................        30

   2.2      Working Capital Facility............................................................................        30

      2.2.1       Working Capital Loan..........................................................................        30
      2.2.2       Maximum Amount of Working Capital Credit......................................................        31
      2.2.3       Working Capital Borrowing Requests............................................................        31
      2.2.4       Working Capital Loan Account: Working Capital Notes...........................................        31

   2.3      Letters of Credit...................................................................................        32

      2.3.1       Issuance of Letters of Credit.................................................................        32
      2.3.2       Requests for Letters of Credit................................................................        32
      2.3.3       Form and Expiration of Letters of Credit......................................................        32
      2.3.4       Banks' Participation in Letters of Credit.....................................................        33
      2.3.5       Presentation..................................................................................        33
      2.3.6       Payment of Drafts.............................................................................        33
      2.3.7       Uniform Customs and Practice..................................................................        33
      2.3.8       Subrogation...................................................................................        35
      2.3.9       Modification, Consent, etc....................................................................        35

   2.4      Application of Proceeds.............................................................................        35

      2.4.1       Acquisition Loan..............................................................................        35
      2.4.2       Working Capital Loan..........................................................................        35
      2.4.3       Letters of Credit.............................................................................        36
      2.4.4       Specifically Prohibited Applications..........................................................        36

   2.5      Nature of Obligations of Banks to Make Extensions of Credit.........................................        36

ARTICLE III          INTEREST; EURODOLLAR PRICING OPTIONS; FEES.................................................        36

   3.1      Interest............................................................................................        36
   3.2      Eurodollar Pricing Options..........................................................................        36

      3.2.1       Election of Eurodollar Pricing Options........................................................        36
</TABLE>

                                       i

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<TABLE>
<S>                                                                                                                     <C>
      3.2.2       Notice to Banks and Borrower..................................................................        37
      3.2.3       Selection of Eurodollar Interest Periods......................................................        37
      3.2.4       Additional Interest...........................................................................        38
      3.2.5       Violation of  Bank Legal Requirements.........................................................        38
      3.2.6       Funding Procedure.............................................................................        38

   3.3      Commitment Fees.....................................................................................        39

      3.3.1       Acquisition Financing Facility................................................................        39
      3.3.2       Working Capital Facility......................................................................        39

   3.4      Letter of Credit Fees...............................................................................        39
   3.5      Reserve Requirements................................................................................        40
   3.6      Taxes...............................................................................................        40
   3.7      Capital Adequacy....................................................................................        41
   3.8      Regulatory Changes..................................................................................        41
   3.9      Computations of Interest and Fees...................................................................        41
   3.10     Loan Fees...........................................................................................        42
   3.11     Administrative Agent's Fees.........................................................................        42

ARTICLE IV           PAYMENT....................................................................................        42

   4.1      Payment at Maturity.................................................................................        42
   4.2      Contingent Required Prepayments.....................................................................        42

      4.2.1       Excess Credit Exposure........................................................................        42
      4.2.2       Letter of Credit Exposure.....................................................................        42
      4.2.3       Contingent Prepayments on Disposition, Loss of Assets,
                  Merger or Change of Control...................................................................        42
      4.2.4       Prepayment Procedure for Contingent Prepayments...............................................        43

   4.3      Scheduled Required Payments/Prepayments.............................................................        44

      4.3.1       Payments on the Acquisition Loan..............................................................        44
      4.3.2       Working Capital Loan..........................................................................        44

   4.4      Voluntary Prepayments...............................................................................        44
   4.5      Letters of Credit...................................................................................        45

   4.6      Reborrowing Application of Payments, etc............................................................        45

      4.6.1       Reborrowing...................................................................................        45
      4.6.2       Order of Application..........................................................................        45
      4.6.3       Payment with Accrued Interest, etc............................................................        45
      4.6.4       Payments for Banks............................................................................        45

ARTICLE V            SECURITY...................................................................................        46

   5.1      Collateral..........................................................................................        46
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                                                     <C>
   5.2      Intercreditor Agreement.............................................................................        46

ARTICLE VI......................................................................................................        46

   6.1      Conditions Precedent to Initial Working Capital Loan and Initial Acquisition Loan...................        46

      (ii)     Representations and Warranties...................................................................        47
      (iii)    Certificates.....................................................................................        47
      (iv)     Proceedings......................................................................................        47
      (v)      Notes............................................................................................        47
      (vi)     Security Agreement...............................................................................        47
      (vii)    Opinions.........................................................................................        48
      (viii)    UCC Releases/Other Information..................................................................        48
      (ix)     Other Information and Closing Documents..........................................................        48
      (x)      Assignments/Replacement of BankBoston............................................................        48
      (xi)     Co-Agent.........................................................................................        48

   6.2      Conditions Precedent to All Loans...................................................................        48

ARTICLE VII             COVENANTS...............................................................................        49

   7A.      Affirmative Covenants...............................................................................        49

      7A.1        Financial Statements..........................................................................        49
      7A.2        Inspection of Property........................................................................        53
      7A.3        Covenant to Secure Notes Equally..............................................................        53
      7A.4        Partnership or Corporate Existence, etc.; Compliance with Laws................................        54
      7A.5        Payment of Taxes and Claims...................................................................        54
      7A.6        Compliance with ERISA.........................................................................        55
      7A.7        Maintenance and Sufficiency of Properties.....................................................        55
      7A.8        Insurance.....................................................................................        55
      7A.9        Environmental Laws............................................................................        56
      7A.10       Operative Agreements..........................................................................        56
      7A.11       After-Acquired Property.......................................................................        56
      7A.12       Further Assurances............................................................................        57
      7A.13       Books and Accounts............................................................................        57
      7A.14       Available Cash Reserves.......................................................................        57
      7A.15       Parity Debt...................................................................................        58
      7A.16       Maintenance of Separateness...................................................................        58

   7B.      Negative Covenants..................................................................................        59

      7B.1        Financial Ratios..............................................................................        59
      7B.2        Indebtedness..................................................................................        60
      7B.3        Liens.........................................................................................        63
      7B.4        Priority Debt.................................................................................        66
      7B.5        Loans, Advances, Investments and Contingent Liabilities.......................................        66
      7B.6        Restricted Payments...........................................................................        68
      7B.7        Consolidation, Merger, Sale of Assets.........................................................        68
      7B.8        Business......................................................................................        71
      7B.9        Transactions with Affiliates..................................................................        71
</TABLE>

                                      iii

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<TABLE>
<S>                                                                                                                     <C>
      7B.10       Subsidiary Stock and Indebtedness.............................................................        71
      7B.11       Payment of Dividends by  Subsidiaries.........................................................        72
      7B.12       Sales of Receivables..........................................................................        72
      7B.13       Material Agreements; Tax Status...............................................................        72
      7B.14       Commingling of Deposit Accounts and Accounts..................................................        73

ARTICLE VIII            REPRESENTATIONS, COVENANTS AND WARRANTIES...............................................        73

   8.1      Organization........................................................................................        73
   8.2      Partnership Interests...............................................................................        73
   8.3      Qualification.......................................................................................        74
   8.4      Financial Statements................................................................................        74
   8.5      Actions Pending.....................................................................................        74
   8.6      Changes.............................................................................................        74
   8.7      Outstanding Indebtedness............................................................................        74
   8.8      Transfer of Assets and Business; Title to Properties................................................        75
   8.9      Taxes...............................................................................................        76
   8.10     Compliance with Other Instruments; Solvency.........................................................        76
   8.11     Governmental Consent................................................................................        77
   8.12     Use of Proceeds.....................................................................................        77
   8.13     ERISA...............................................................................................        77
   8.14     Environmental Compliance............................................................................        77
   8.15     Pre-emptive Rights..................................................................................        78
   8.16     Disclosure..........................................................................................        79
   8.17     Federal Reserve Regulations.........................................................................        79
   8.18     Investment Borrower Act.............................................................................        79
   8.19     Public Utility Holding Company Act..................................................................        79

ARTICLE IX           EVENTS OF DEFAULT..........................................................................        79

   9.1      Acceleration........................................................................................        79
   9.2      Remedies............................................................................................        83
   9.3      Other Remedies......................................................................................        83

ARTICLE X            LOAN OPERATIONS............................................................................        84

   10.1     Interests in Loans/Commitments......................................................................        84
   10.2     Administrative Agent's Authority to Act.............................................................        84
</TABLE>

                                       iv

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<TABLE>
<S>                                                                                                                     <C>
   10.3     Borrower to Pay Administrative Agent................................................................        85
   10.4     Bank Operations for Advances, Letters of Credit.....................................................        85

      10.4.1  Advances..........................................................................................        85
      10.4.2  Letters of Credit.................................................................................        85
      10.4.3  Administrative Agent to Allocate Payments.........................................................        85
      10.4.4  Delinquent Banks; Nonperforming Banks.............................................................        86

   10.5     Sharing of Payments.................................................................................        87
   10.6     Amendments, Consents, Waivers.......................................................................        87
   10.7     Administrative Agent's Resignation..................................................................        88
   10.8     Concerning the Agents...............................................................................        89

      10.8.1  Action in Good Faith..............................................................................        89
      10.8.2  No Implied Duties.................................................................................        89
      10.8.3  Validity..........................................................................................        89
      10.8.4  Compliance........................................................................................        90
      10.8.5  Employment Agents and Counsel.....................................................................        90
      10.8.6  Reliance on Documents and Counsel.................................................................        90
      10.8.7  Agents' Reimbursement.............................................................................        90

   10.9      Rights as a Bank...................................................................................        90
   10.10    Independent Credit Decision.........................................................................        91
   10.11    Indemnification.....................................................................................        91
   10.12    Procedure for Increases and Additional Banks........................................................        91

ARTICLE XI           ASSIGNMENTS/PARTICIPATIONS.................................................................        92

   11       Successors and Assigns; Bank Assignment and Participations..........................................        92
   11.1     Assignments by Banks................................................................................        92

      11.1.1  Assignees and Assignment Procedures...............................................................        92
      11.1.2  Terms of Assignment and Acceptance................................................................        93
      11.1.3  Register..........................................................................................        94
      11.1.4  Acceptance of Assignment and Assumption...........................................................        94
      11.1.5  Federal Reserve Bank..............................................................................        95
      11.1.6  Further Assurances................................................................................        95

   11.2     Credit Participants.................................................................................        95
   11.3     Replacement of Bank.................................................................................        96

ARTICLE XII             MISCELLANEOUS...........................................................................        97

   12.1        Notices..........................................................................................        97
   12.2        Place of Payment.................................................................................        97
   12.3        Survival of Agreements...........................................................................        98
</TABLE>

                                        v

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<TABLE>
<S>                                                                                                                 <C>
12.4        Parties in Interest..............................................................................        98
12.5        Governing Law and Jurisdiction...................................................................        98
12.6        Submission to Jurisdiction.......................................................................        98
12.7        Maximum Interest Rate............................................................................        98
12.8        No Waiver; Cumulative Remedies...................................................................        98
12.9        Costs............................................................................................        99
12.10       Waiver of Jury...................................................................................        99
12.11       Full Agreement...................................................................................        99
12.12       Headings.........................................................................................        99
12.13       Severability.....................................................................................        99
12.14       Exceptions to Covenants..........................................................................        99
12.15       Conflict with Security Documents.................................................................       100
12.16       Confidentiality..................................................................................       100
12.17       Existing Credit Agreement........................................................................       100
12.18       USA PATRIOT Act Notice...........................................................................       100
12.19       Not a Reportable Transaction.....................................................................       101
12.20       Counterparts.....................................................................................       101
</TABLE>

EXHIBITS

         Exhibit 2.1.3      -       Acquisition Loan Borrowing Requests
         Exhibit 2.1.4      -       Acquisition Notes
         Exhibit 2.2.3      -       Working Capital Borrowing Requests
         Exhibit 2.2.4      -       Working Capital Notes
         Exhibit 2.3.2      -       Requests for Letters of Credit
         Exhibit 10.12      -       Procedure of Increase and Additional Banks

SCHEDULES

         Schedule 7B.3      -       Liens
         Schedule 7B.5      -       Investments
         Schedule 8.2       -       Subsidiaries
         Schedule 8.3       -       List of States
         Schedule 8.7       -       Indebtedness
         Schedule 10.1      -       Lenders Schedule
         Schedule 8.8       -       Property Exceptions

                                       vi

<PAGE>

                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

         THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December
31, 2003 (this "Agreement"), is entered into between and among HERITAGE
OPERATING, L.P., a Delaware limited partnership (the "Borrower"), the various
Persons signatory parties hereto, as lenders, (together with each other Person
that becomes a Bank pursuant to Section 11 collectively referred to herein as
the "Banks"), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION ("BOk"), as
administrative agent and co-lead arranger for the Banks (in such capacity the
"Administrative Agent"), and Bank One, NA("Bank One"), as co-agent and co-lead
arranger for the Banks (in such capacity the "Co-Agent") .

                                    ARTICLE I

                       DEFINITIONS; ACCOUNTING PRINCIPLES,
                       TERMS AND DEFINITIONS; CONSTRUCTION

         1.1      Definitions. Capitalized terms are used in this Agreement with
the specific meanings defined below in this Section 1.1.

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

         "Acquisition/Capex Due Diligence Package" is defined in Section 2.1.3.

         "Acquisition Facility" means the agreement of the Banks herein to make
the Acquisition Loan.

         "Acquisition Loan Account" is defined in Section 2.1.4.

         "Acquisition Loan" is defined in Section 2.1.4.

         "Acquisition Notes" is defined in Section 2.1.4.

         "Additional Banks" shall mean any Person that hereafter becomes a
signatory Party hereto as a lender to Borrower hereunder.

         "Additional Parity Debt" means Indebtedness of the Borrower that both
(a) is permitted under Section 7B.2(xiv) hereof or is incurred with the consent
of the Requisite Percentage of the Banks and (b) constitutes "Additional Parity
Debt" as defined in the Note Purchase Agreements and the Intercreditor
Agreement.

<PAGE>

         "Adjusted Consolidated EBITDA" shall mean, as of any date of
determination for any applicable period, Consolidated EBITDA calculated:

                  (x)      with respect to the consolidated group comprised of
         the General Partner, the Master Partnership and the Borrower and its
         Subsidiaries (rather than with respect to the consolidated group
         comprised of the Borrower and its Subsidiaries), and

                  (y)      as if the terms "Consolidated Non-Cash Charges",
         "Consolidated Net Income", "Consolidated Interest Expense",
         "Consolidated Income Tax Expense", "Asset Sale", and "Asset
         Acquisition", were calculated with respect to the consolidated group
         comprised of the General Partner, the Master Partnership the Borrower
         and their respective Subsidiaries (rather than with respect to the
         consolidated group comprised of the Borrower and its Subsidiaries).

         "Adjusted Consolidated Funded Indebtedness" shall mean Consolidated
Funded Indebtedness calculated with respect to the consolidated group comprised
of the General Partner, the Master Partnership, and the Borrower and their
Subsidiaries (rather than with respect to the consolidated group comprised of
the Borrower and its Subsidiaries).

         "Administrative Agent" means BOk in its capacity as administrative
agent for the Banks hereunder, as well as its successors and assigns in such
capacity pursuant to Section 10.7.

         "Affected Bank" is defined in Section 11.3.

         "Affiliate" means, with respect to any Person any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person, except a Subsidiary of such Person. A Person shall be
deemed to control a corporation if such Person (i) possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such corporation, whether through the ownership of voting
securities, by contract or otherwise or (ii) owns at least 5% of the Voting
Stock of a corporation. As applied to the Borrower, "Affiliate" includes the
General Partner and the Master Partnership.

         "Agent" means collectively the Administrative Agent and the Co-Agent.

         "Agreement" means this Agreement as from time to time amended, modified
and in effect.

         "Aggregate Available Cash" shall mean, with respect to any fiscal
quarter of the Borrower and of La Grange, the aggregate amount of Available Cash
of both the Borrower and its Subsidiaries and of La Grange and its Subsidiaries
(which for purposes of this Agreement insofar as La Grange is concerned, shall
be calculated using the definition of "Available Cash" set forth in this
Agreement, except that (i) all references therein to the "Borrower" shall be
deemed for purposes of this calculation only references to La Grange and (ii)
the last sentence of such definition for purposes of this calculation only shall
be modified to refer to reserves established by La Grange with respect to
indebtedness on the same bases as set forth in such definition).

                                       2

<PAGE>

         "Aggregate Partner Obligations" shall mean, with respect to any fiscal
quarter of the General Partner and the Master Partnership, the aggregate amount
of payment obligations of each of the General Partner and the Master
Partnership, including, without limitation, the Minimum Quarterly Distribution
(as defined in the Agreement of Limited Partnership of the Master Partnership)
on all Units thereof with respect to such fiscal quarter.

         "Allocable Proceeds" means, with respect to Excess Sale Proceeds or
Excess Taking Proceeds, as the case may be, to be applied on any date pursuant
to Sections 4.2.3(i) and 4.2.3(ii), the principal amount thereof available to
prepay the Acquisition Notes determined by allocating such Excess Sale Proceeds
or Excess Taking Proceeds, as the case may be, pro rata among the holders of all
Acquisition Notes, the Private Placement Notes and other Parity Debt (other than
Indebtedness permitted by Section 7B.2(ii)), if any, according to the aggregate
principal amounts of the Acquisition Notes, the Private Placement Notes and such
other Parity Debt outstanding on the date the applicable prepayment is to be
made in accordance with Sections 4.2.3(i) and 4.2.3(ii).

         "Annual Clean-Up" is defined in Section 2.2.2.

         "Applicable Commitment Fee Percentage" means, with respect to any
Margin Period, the applicable percentage set forth below:

                  (i)      if the Leverage Ratio on the Financial Statement
         Delivery Date beginning such Margin Period was less than 3.25 to 1.0,
         0.375%;

                  (ii)     if the Leverage Ratio on the Financial Statement
         Delivery Date beginning such Margin Period was equal to or greater than
         3.25 to 1.0 but less than 3.75 to 1.0, 0.450%; and

                  (iii)    if the Leverage Ratio on the Financial Statement
         Delivery Date beginning such Margin Period was equal to or greater than
         3.75 to 1.0, 0.50%.

                  Notwithstanding the foregoing, if any of the financial
         statements required pursuant to Section 7A.1(i) of this Credit
         Agreement are not delivered within the time periods specified in
         Section 7A.1(i), the Applicable Commitment Fee Percentage shall be
         0.50% until the date such financial statements are delivered.

         "Applicable Margin" means with respect to any Eurodollar Loan or with
respect to any Base Rate Loan, the rate of interest per annum determined as set
forth below:

                  (i)      if the Leverage Ratio on the Financial Statement
         Delivery Date (as defined in the Credit Agreement) commencing such
         Margin Period was less than 3.25 to 1.0, the Applicable Margin will be
         1.625% for Eurodollar Loans and zero for Base Rate Loans;

                  (ii)     if the Leverage Ratio on the Financial Statement
         Delivery Date commencing such Margin Period was equal to or greater
         than

                                       3

<PAGE>

         3.25 to 1.0 but less than 3.75 to 1.0, the Applicable Margin will be
         1.875% for Eurodollar Loans and zero for Base Rate Loans;

                  (iii)    if the Leverage Ratio on the Financial Statement
         Delivery Date commencing such Margin Period was equal to or greater
         than 3.75 to 1.0 but less than 4.25 to 1.0, the Applicable Margin will
         be 2.125% for Eurodollar Loans and zero for Base Rate Loans;

                  (iv)     if the Leverage Ratio on the Financial Statement
         Delivery Date commencing such Margin Period was equal to or greater
         than 4.25 to 1.0 but less than 4.50 to 1.0, the Applicable Margin will
         be 2.250% for Eurodollar Loans and zero for Base Rate Loans;

                  (v)      if the Leverage Ratio on the Financial Statement
         Delivery Date commencing such Margin Period was equal to or greater
         than 4.50 to 1.0 but less than 4.75 to 1.0, the Applicable Margin will
         be 2.50% for Eurodollar Loans and 0.125% for Base Rate Loans; and

                  (vi)     if the Leverage Ratio on the Financial Statement
         Delivery Date commencing such Margin Period was equal to or greater
         than 4.75 to 1.0, the Applicable Margin will be 2.50% for Eurodollar
         Loans and 0.250% for Base Rate Loans.

                  Notwithstanding the foregoing, if any of the financial
         statements required pursuant to Section 7A.1(i) of this Credit
         Agreement are not delivered within the time periods specified in
         Section 7A.1(i) thereof, the Applicable Margin shall be the Applicable
         Margin set forth in clause (vi) above until the date such financial
         statements are delivered.

         "Applicable Rate" means, at any date:

                  (i)      the sum of (a) with respect to each Eurodollar Loan,
         the sum of the Applicable Margin in effect on such date plus the
         Eurodollar Rate relating to such Eurodollar Loan; (b) with respect to
         each Base Rate Loan, the sum of the Applicable Margin in effect on such
         date plus the Base Rate relating to such Base Rate Loan; and

                  (ii)     an additional two percentage points (2%) effective on
         the day the Administrative Agent notifies the Borrower that the
         interest rates hereunder are increasing as a result of the occurrence
         and continuance of an Event of Default until such time as (A) such
         Event of Default is no longer continuing or (B) such Event of Default
         is deemed no longer to exist, in each case pursuant to Article IX
         hereof.

         "Arvest" shall mean Arvest Bank, a state banking corporation.

         "Asset Acquisition" means (i) an Investment by the Borrower or any
Subsidiary of the Borrower in any other Person pursuant to which such Person
shall become a Subsidiary of the Borrower or shall be merged with or into the
Borrower or any Subsidiary of the Borrower, (ii)

                                       4

<PAGE>
the acquisition by the Borrower or any Subsidiary of the Borrower of the assets
of any Person which constitute all or substantially all of the assets of such
Person or (iii) the acquisition by the Borrower or any Subsidiary of the
Borrower of any division or line of business of any Person (other than a
Subsidiary of the Borrower).

         "Asset Sale" is defined in Section 7B.7(iii).

         "Assets" is defined in the second opening paragraph of the Note
Purchase Agreements, as in effect on the date hereof.

         "Assignment and Acceptance" is defined in Section 11.1.1.

         "Attributable Debt" means, with respect to any Sale and Lease-Back
Transaction not involving a Capitalized Lease Obligation, as of any date of
determination, the total obligation (discounted to present value at the rate of
interest implicit in the lease included in such transaction) of the lessee for
rental payments (other than accounts required to be paid on account of property
taxes, maintenance, repairs, insurance, assessments, utilities, operating and
labor costs and other items which do not constitute payments for property
rights) during the remaining portion of the term (including extensions which are
at the sole option of the lessor) of the lease included in such transaction (in
the case of any lease which is terminable by the lessee upon the payment of a
penalty, such rental obligation shall also include the amount of such penalty,
but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated).

         "Available Cash" means, with respect to any fiscal quarter of the
Borrower, (i) the sum of (a) all cash and cash equivalents thereof and its
Subsidiaries on hand at the end of such quarter and (b) all additional cash and
cash equivalents thereof and its Subsidiaries on hand on the date of
determination of Available Cash with respect to such quarter resulting from
borrowings for working capital purposes made subsequent to the end of such
quarter, less (ii) the amount of any cash reserves that is necessary or
appropriate in the reasonable discretion of the General Partner thereof to (a)
provide for the proper conduct of the business thereof and its Subsidiaries
(including reserves for future capital expenditures) subsequent to such quarter,
(b) comply with applicable law or any loan agreement, security agreement,
mortgage, debt instrument or other agreement or obligation to which the Borrower
or any Subsidiary thereof is a party or by which it is bound or its assets are
subject (including the Loan Documents) and (c) provide funds for distributions
to partners of the Master Partnership and the General Partner thereof in respect
of any one or more of the next four quarters; provided that the General Partner
thereof need not establish cash reserves pursuant to clause (c) if the effect of
such reserves would be that the Master Partnership is unable to distribute the
Minimum Quarterly Distribution (as defined in the Agreement of Limited
Partnership of the Master Partnership) on all Common Units with respect to such
quarter; and provided, further, that disbursements made by the Borrower, or a
Subsidiary of the Borrower, or cash reserves established, increased or reduced
after the end of such quarter but on or before the date of determination of
Available Cash with respect to such quarter shall be deemed to have been made,
established, increased or reduced for purposes of determining Available Cash,
within such quarter if the General Partner thereof so determines. In addition,
without limiting the foregoing, Available Cash for any fiscal quarter shall
reflect reserves equal

                                       5

<PAGE>

to (A) 50% of the interest projected to be paid on the Private Placement Notes
in the next succeeding fiscal quarter plus (B) beginning with a date three
fiscal quarters before a scheduled principal payment date on the Private
Placement Notes, 25% of the aggregate principal amount thereof due on any such
payment date in the third succeeding fiscal quarter, 50% of the aggregate
principal amount due on any such payment date in the second succeeding fiscal
quarter and 75% of the aggregate principal amount due on any quarterly payment
date in the next succeeding fiscal quarter, plus (C) the Unused Proceeds Reserve
as of the date of determination, provided that the foregoing reserves for
amounts to be paid on the Private Placement Notes shall be reduced by the
aggregate amount of advances available to the Borrower, from responsible
financial institutions under binding irrevocable (x) credit or financing
commitments (which are subject to no conditions which the Borrower is unable to
meet) including this Agreement, and (y) letters of credit (which are subject to
no conditions which the Borrower is unable to meet), in each case, to be used to
refinance such amounts, to the extent such amounts could be borrowed and remain
outstanding under Sections 7B.1 and 7B.2 of this Agreement.

         "Bank" means each of the Persons listed as Banks on the signature page
hereto, including each of BOk, Bank One, Arvest, Fifth Third, MidFirst, Local
and US Bank in its capacity as a Bank, and such other Persons who may from time
to time own a Percentage Interest in the Credit Obligations, but the term "Bank"
shall not include any Credit Participant.

         "Bank Legal Requirement" means any present or future requirement
imposed upon any of the Banks or the Borrower and its Subsidiaries by any law,
statute, rule, regulation, directive, order, decree, guideline (or any
interpretation thereof by courts or of administrative bodies) of the United
States of America, or any jurisdiction in which any Eurodollar Office is located
or any state or political subdivision of any of the foregoing, or by any board,
governmental or administrative agency, central bank or monetary authority of the
United States of America, any jurisdiction in which any Eurodollar Office is
located, or any political subdivision of any of the foregoing. any such
requirement imposed on any of the Banks not having the force of law shall be
deemed to be a Bank Legal Requirement if such Bank reasonably believes that
compliance therewith is in the best interest of such Bank.

         "Bank One" means Bank One, NA..

         "Banking Day" means any day other than Saturday, Sunday or a day on
which banks in Tulsa, Oklahoma are authorized or required by law or other
governmental action to close and, if such term is used with reference to a
Eurodollar Pricing Option, any day on which dealings are effected in the
Eurodollars in question by first-class banks in the inter-bank Eurodollar
markets in New York, New York.

         "Bankruptcy Law" is defined in clause (viii) of Section 9.1.

         "Base Rate" means, on any date, the greater (i) the rate of interest
announced by JPMorgan Chase Bank, National Association, New York, New York, or
such other financial institution that is the primary banking subsidiary of
JPMorgan Chase & Co., as its Base Rate or (ii) the sum of 1/2% plus the Federal
Funds Rate.

                                       6

<PAGE>

         "Base Rate Loan" means each portion of the Loan bearing interest
determined by reference to the Base Rate.

         "Bi-State" means Heritage-Bi State LLC, a Delaware limited liability
company.

         "BOk" has the meaning specified in the introduction to this Agreement.

         "Business" shall mean each of (i) the business of wholesale and retail
sales, storage, transportation and distribution of propane gas, providing
repair, installation and maintenance services for propane heating systems; the
sale and distribution of propane-related supplies and equipment (including
appliances); the generation, transportation, sale, distribution and marketing
relating thereto of propane-powered fuel cells, or the power generated therefrom
and equipment related thereto, and (ii) the business of purchasing, gathering,
treating, processing, marketing, sales, storage, transportation, fractionation
and distribution of natural gas and natural gas liquids and other related energy
services.

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

         "Capitalized Lease Obligation" means any rental obligation which under
GAAP would be required to be capitalized on the books of the Borrower or any of
its Subsidiaries, taken at the amount thereof accounted for as indebtedness (net
of interest expense) in accordance with such principles.

         "Cash Equivalents" is defined in Section 7B.5(iii).

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

         "Certificates and Stock Powers" is defined in Section 6.1(vi).

         "Change of Control" means the acquisition by any Person or group of
related persons (as such terms are defined in the Exchange Act) (other than the
Current Management or group of related persons (as so defined) including the
Current Management) of beneficial ownership of more than 50% of the Units.

         "Closing Date" means the effective date of this Agreement and each
other date on which any extension of credit is made pursuant to Section 2.1, 2.2
or 2.3.

         "Code" means the Internal Revenue Code of 1986, as amended.

                                       7

<PAGE>

         "Collateral" is defined in the Security Agreement, provided, however,
that Collateral shall not include for any purpose under this Agreement or any
other Loan Document any property subject to a Lien incurred pursuant to clause
(i), (vii) or (viii) of Section 7B.3 or any renewals of any such Lien pursuant
to clause (xiv) of Section 7B.3 unless the Indebtedness secured by such Lien
shall have been paid or discharged.

         "Collateral Agent" shall mean Wilmington Trust Company, a Delaware
trust company, in its capacity as collateral agent under the Intercreditor and
Agency Agreement and its successors and assigns in such capacity under Section
11 thereof.

         "Commission" means the United States Securities and Exchange
Commission.

         "Commitments" means, with respect to any Bank, such Bank's obligations
to extend the credit facilities contemplated by Section 2. The original
Commitments are set forth in Section 10.1 and the current Commitments are
recorded from time to time in the Register.

         "Common Units" shall mean common units representing a limited
partnership interest in the Master Partnership and the Borrower on a combined
basis.

         "Consolidated Debt Service" means, as of any date of determination, the
total amount payable by the Borrower and its Subsidiaries on a consolidated
basis during the four consecutive calendar quarters next succeeding the date of
determination, in respect of scheduled principal and interest payments with
respect to Indebtedness of the Borrower and its Subsidiaries outstanding on such
date of determination, after giving effect to any Indebtedness proposed on such
date to be incurred and to the substantially concurrent repayment of any other
Indebtedness (a) including actual payments under Capitalized Lease Obligations,
(b) assuming, in the case of Indebtedness (other than Indebtedness referred to
in clause (c) below) bearing interest at fluctuating interest rates which cannot
be determined in advance, that the rate actually in effect on such date will
remain in effect throughout such period, (c) including only actual interest (but
not principal) payments associated with the Indebtedness incurred pursuant to
Section 7B.2(ii) and 7B.2(v) during the most recent four consecutive calendar
quarters and (d) treating the principal amount of all Indebtedness outstanding
as of such date of determination under a revolving credit or similar agreement
(other than the Indebtedness incurred pursuant to Section 7B.2(ii) and Section
7B.2(v)) as maturing and becoming due and payable on the scheduled maturity date
or dates thereof (including the maturity of any payment required by any
commitment reduction or similar amortization provision), without regard to any
provision permitting such maturity date to be extended (except for such
extensions as may be made in the sole discretion of the borrower thereunder and
without any conditions that remain to be fulfilled by the borrower or waived by
the lender thereunder). See Section 1.2.

         "Consolidated EBITDA" means, as of any date of determination for any
applicable period, (1) the sum of, without duplication, the amounts for such
period, taken as a single accounting period, of (a) Consolidated Net Income and
(b) to the extent deducted in the determination of Consolidated Net Income,
after excluding amounts attributable to minority interests in Subsidiaries and
without duplication, (i) Consolidated Non-Cash Charges, (ii) Consolidated
Interest Expense and (iii) Consolidated Income Tax Expense less (2) any non-cash

                                       8

<PAGE>

items increasing Consolidated Net Income for such period to the extent that such
items constitute reversals of a Consolidated Non-Cash Charge for a previous
period and which were included in the computation of Consolidated EBITDA for
such previous period pursuant to the provisions of the preceding clause (1).
Consolidated EBITDA shall be calculated after giving effect, on a pro forma
basis and in accordance with GAAP, to, without duplication, any Asset Sales or
Asset Acquisitions (including without limitation any Asset Acquisition giving
rise to the need to make such calculation as a result of the Borrower or one of
its Subsidiaries incurring, assuming or otherwise being liable for Acquired
Debt) occurring during the period commencing on the first day of such period to
and including the date of the transaction (the "Reference Period"), as if such
Asset Sale or Asset Acquisition occurred on the first day of the Reference
Period; provided, however, that Consolidated EBITDA generated by an acquired
business or asset shall be determined by the actual gross profit (revenues minus
cost of goods sold) of such acquired business or asset during the immediately
preceding four full fiscal quarters in the Reference Period minus the pro forma
expenses that would have been incurred by the Borrower and its Subsidiaries in
the operation of such acquired business or asset during such period computed on
the basis of personnel expenses for employees retained or to be retained by the
Borrower and its Subsidiaries in the operation of such acquired business or
asset and non-personnel costs and expenses incurred by the Borrower and its
Subsidiaries in the operation of the Borrower's business at similarly situated
facilities of the Borrower or any of its Subsidiaries (as determined in good
faith by the General Partner determined (a) on the basis of 100% that amount for
the period of upon reasonable assumptions). As used herein, but only for
purposes of Sections 7B.1(i) and (ii), Consolidated EBITDA shall be determined
(a) on the basis of 100% of that amount for the period of the four most recent
fiscal quarters ending on or prior to the date of determination or (b) 50% of
that amount for the period of the eight most recent fiscal quarters ending on or
prior to the date of determination, whichever is higher. For all other purposes
hereof, Consolidated EBITDA shall be based upon that amount determined over the
four most recent fiscal quarters ending on or prior to the date of determination
(or, as the case may be, for which financial statements have been or are
required to be delivered to the Banks pursuant to Section 7B.1(i) and (ii)). See
Section 1.2.

         "Consolidated Funded Indebtedness" means, as of any date of
determination, the aggregate amount of Indebtedness of the Borrower and its
Subsidiaries outstanding on that date and maturing in more than 12 months,
including the Private Placement Notes and borrowings under the Acquisition
Facility (including current maturities of any such Indebtedness).
Notwithstanding anything to the contrary contained herein, Consolidated Funded
Indebtedness shall not include borrowings under the Working Capital Facility to
the extent permitted under the Note Purchase Agreements.

         "Consolidated Income Tax Expense" means, with respect to the Borrower
and its Subsidiaries, for any period, the provision for federal, state, local
and foreign income taxes of the Borrower and its Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP. See Section 1.2.

         "Consolidated Interest Expense" means as of any date of determination
for any applicable period, without duplication, the sum of (i) the interest
expense of the Borrower and its Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP,

                                       9

<PAGE>

including without limitation (a) any amortization of debt discount, (b) the net
cost under Interest Rate Agreements, (c) the interest portion of any deferred
payment obligation, (d) all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing and (e)
all accrued interest and (ii) the interest component of Capitalized Lease
Obligations paid, accrued or scheduled to be paid or accrued by the Borrower and
its Subsidiaries during such period as determined on a consolidated basis in
accordance with GAAP. In computing Consolidated Interest Expense for purposes of
clause (ii) of Section 7B.1, the applicable period for the determination thereof
shall be the four most recent fiscal quarters ending on or prior to the date of
determination. See Section 1.2.

         "Consolidated Net Income" means the net income of the Borrower and its
Subsidiaries, as determined on a consolidated basis in accordance with GAAP and
after provision for minority interests and as adjusted to exclude (i) net
after-tax extraordinary gains or losses, (ii) net after-tax gains or losses
attributable to Asset Sales, (iii) the net income or loss of any Person which is
not a Subsidiary of the Borrower and which is accounted for by the equity method
of accounting, provided that Consolidated Net Income shall include the amount of
cash dividends or distributions actually paid to the Borrower or any Subsidiary
of the Borrower, (iv) the net income or loss prior to the date of acquisition of
any Person combined with the Borrower or any Subsidiary of the Borrower in a
pooling of interest, (v) the net income of any Subsidiary of the Borrower to the
extent that dividends or distributions of such net income are not at the date of
determination permitted by the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or other regulation and (vi)
the cumulative effect of any changes in accounting principles. See Section 1.2.

         "Consolidated Net Worth" means, with respect to any Person, at any date
of determination, the total partners' capital (in the case of a partnership) or
stockholders' equity (in the case of a corporation) of such Person at such date,
as would be shown on a consolidated balance sheet of such Person and its
Subsidiaries, if any, prepared in accordance with GAAP. See Section 1.2.

         "Consolidated Non-Cash Charges" means with respect to the Borrower and
its Subsidiaries, for any period, the aggregate depreciation and amortization,
in each case reducing Consolidated Net Income of the Borrower and its
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP. See Section 1.2.

         "Consolidated Pro Forma Maximum Debt Service" means, as of any date of
determination, the maximum amount payable by the Borrower and its Subsidiaries
on a consolidated basis during all periods of four consecutive calendar
quarters, commencing with the calendar quarter in which such date of
determination occurs and ending June 30, 2011, in respect of scheduled principal
and interest payments with respect to all Indebtedness of the Borrower and its
Subsidiaries outstanding on such date of determination, after giving effect to
any Indebtedness proposed on such date to be incurred and to the substantially
concurrent repayment of any other Indebtedness (a) including all payments under
Capitalized Lease Obligations, (b) assuming, in the case of Indebtedness (other
than Indebtedness referred to in clause (c) below) bearing interest at
fluctuating interest rates which cannot be determined in advance, that the rate
actually in effect on such date will remain in effect throughout such period,
(c) including only

                                       10

<PAGE>

actual interest (but not principal) payments associated with the Indebtedness
incurred pursuant to Section 7B.2 during the most recent four consecutive
calendar quarters and (d) treating the principal amount of all Indebtedness
outstanding as of such date of determination under a revolving credit or similar
agreement (other than the Indebtedness incurred pursuant to Section 7B.2 as
maturing and becoming due and payable on the scheduled maturity date or dates
thereof (including the maturity of any payment required by any commitment
reduction or similar amortization provision), without regard to any provision
permitting such maturity date to be extended (except for such extensions as may
be made in the sole discretion of the borrower thereunder and without any
conditions that remain to be fulfilled by the borrower or waived by the lender
thereunder). See Section 1.2.

         "Consolidated Tangible Net Worth" means, with respect to any Person, at
any date of determination, the then Consolidated Net Worth of Person minus the
net book value of all assets of such Person and its Subsidiaries, if any, (after
deducting any reserves applicable thereto), which would be shown as intangible
assets on a consolidated balance sheet of such Person and its Subsidiaries, if
any, as of such time prepared in accordance with GAAP. See Section 1.2.

         "Contribution Agreement" collectively shall mean the Contribution,
Conveyance and Assumption Agreement, dated as of June 28, 1996, among the other
signatories thereto, in connection with the transactions contemplated by the
Existing Credit Agreement and the Contribution Agreement, dated as of November
6, 2003, among the signatory parties thereto in connection with the La Grange
Acquisition, as each of the same may from time to time be amended, supplemented,
restated or otherwise modified in accordance with the terms thereof and hereof.

         "Control Event" means:

                  (i)      the execution of any written agreement to which the
         Borrower or any Affiliate of the Borrower is a party which could
         reasonably be expected to result in a Change of Control.

                  (ii)     the commencement (as such term is used in Rule
         14d-2(a) under the Exchange Act as in effect on the date of the
         Closing) of a tender offer by any person (as such term is used in
         Section 13(d) and Section 14(d)(2) of the Exchange Act as in effect on
         the date of the Closing) or related person constituting a group (as
         such term issued in Rule 13d-5 under the Exchange Act as in effect on
         the date of the Closing) for units which would result in such person or
         group owning, directly or indirectly, more than 50% of the outstanding
         Units.

         "Conveyance Agreements" shall mean (a) the Contribution Agreement and
(b) each of the individual bills of sale and other conveyance documents
delivered to the Borrower pursuant to the Contribution Agreement in each case as
the same may from time to time be amended, supplemented or otherwise modified in
accordance with the terms thereof and hereof.

         "Credit Obligations" means all present and future liabilities,
obligations and Indebtedness of the Borrower or any of its Subsidiaries owing to
the Administrative Agent, the Co-Agent or

                                       11

<PAGE>

any Bank under or in connection with this Agreement or any other Loan Document,
including obligations in respect of principal, interest, reimbursement
obligations under Letters of Credit and Interest Rate Agreements provided by a
Bank (or an Affiliate of a Bank), commitment fees, Letter of Credit fees,
amounts provided for in Sections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 3.10 and any
other fees, charges, indemnities and expenses from time to time owing hereunder
or under any other Loan Documents (whether accruing before or after the
commencement of proceedings under any Bankruptcy Law).

         "Credit Participant" is defined in Section 11.2.

         "Current Management" shall mean (a) either H. Michael Krimbill or
Michael L. Greenwood and (b) any one (1) of the following: James E.
Bertelsmeyer, R.C. Mills, Bradley K. Atkinson, Ray C. Davis or Kelcy L. Warren,
together with the heirs of, and trusts for the benefit of family members
controlled by, any such executive manager described in (a) or (b) hereof.

         "Departing Bank" shall mean Harris Trust and Savings Bank.

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

         "Equity Interest" means, with respect to any Person, any capital stock
issued by such Person, regardless of class or designation, or any limited or
general partnership interest in such Person, regardless of designation, and all
warrants, options, purchase rights, conversion or exchange rights, voting
rights, calls or claims of any character with respect thereto.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

         "ERISA Event" means (i) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder, with respect to a Plan; (ii)
the adoption of any amendment to a Plan that would require the provision of
security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA;
(iii) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (iv) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (v) the incurrence of any liability under
Title IV of ERISA with respect to the termination of any Plan or the withdrawal
or partial withdrawal of the Borrower or any of its ERISA Affiliates from any

                                       12

<PAGE>

Plan or Multiemployer Plan; (vi) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to the
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (vii) the receipt by the Borrower or any ERISA Affiliate of any notice
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; and (viii) the occurrence of a
"prohibited transaction" with respect to which the Borrower or any of its
Subsidiaries is a "disqualified person" (within the meaning of Section 4975 of
the Code) and with respect to which the Borrower or such Subsidiary would be
liable for the payment of an excise tax.

         "Eurodollars" means, with respect to any Bank, deposits of United
States Funds in a non-United States office or an international banking facility
of such Bank.

         "Eurodollar Basic Rate" means, for any Eurodollar Interest Period, the
rate of interest at which Eurodollar deposits in an amount comparable to the
Percentage Interest of BOk in the portion of a Loan as to which a Eurodollar
Pricing Option has been elected and which have a term corresponding to such
Eurodollar Interest Period are offered to the Administrative Agent by first
class banks in the inter-bank Eurodollar market for delivery in immediately
available funds at a Eurodollar Office on the first day of such Eurodollar
Interest Period as determined by the Administrative Agent at approximately 10:00
a.m. (Tulsa, Oklahoma time) two Banking Days prior to the date upon which such
Eurodollar Interest Period is to commence (which determination by the
Administrative Agent shall, in the absence of manifest error, be conclusive) and
as furnished promptly thereafter by the Administrative Agent.

         "Eurodollar Interest Period" means any period, selected as provided in
Section 3.2.1, of one or three months, commencing on any Banking Day and ending
on the corresponding date in the subsequent calendar month so indicated (or, if
such subsequent calendar month has no corresponding date, on the last day of
such subsequent calendar month); provided, however, that subject to Section
3.2.3, if any Eurodollar Interest Period so selected would otherwise begin or
end on a date which is not a Banking Day, such Eurodollar Interest Period shall
instead begin or end, as the case may be, on the immediately preceding or
succeeding Banking Day as determined by the Administrative Agent in accordance
with the then current banking practice in the inter-bank Eurodollar market with
respect to Eurodollar deposits at the applicable Eurodollar Office, which
determination by the Administrative Agent shall, in the absence of manifest
error, be conclusive.

         "Eurodollar Loan" means each portion of the Loan bearing interest
determined by reference to the Eurodollar Rate.

         "Eurodollar Office" means such non-United States office or
international banking facility of any Bank as the Administrative Agent may from
time to time select.

         "Eurodollar Pricing Options" means the options granted pursuant to
Section 3.2.1 to have the interest on any portion of a Loan computed on the
basis of a Eurodollar Rate.

                                       13

<PAGE>

         "Eurodollar Rate" for any Eurodollar Interest Period means the rate,
rounded upward to the nearest 1/100%, obtained by dividing (a) the Eurodollar
Basic Rate for such Eurodollar Interest Period by (b) an amount equal to 1 minus
the Eurodollar Reserve Rate; provided, however, that if at any time during such
Eurodollar Interest Period the Eurodollar Reserve Rate applicable to any
outstanding Eurodollar Pricing Option changes, the Eurodollar Rate for such
Eurodollar Interest Period shall automatically be adjusted to reflect such
change, effective as of the date of such change.

         "Eurodollar Reserve Rate" means the stated maximum rate (expressed as a
decimal) of all reserves (including any basic, supplemental, marginal or
emergency reserve or any reserve asset), if any, as from time to time in effect,
required by any Bank Legal Requirement to be maintained by any Bank against (a)
"Eurocurrency liabilities" as specified in Regulation D of the Board of
Governors of the Federal Reserve System applicable to Eurodollar Pricing
Options, (b) any other category of liabilities that includes Eurodollar deposits
by reference to which the interest rate on portions of a Loan subject to
Eurodollar Pricing Options is determined, (c) the principal amount of or
interest on any portion of the Loan subject to a Eurodollar Pricing Option or
(d) any other category of extensions of credit, or other assets, that includes
loan subject to a Eurodollar Pricing Option by a non-United States office of any
of the Banks to United States residents, in each case without the benefits of
credits for prorations, exceptions or offsets that may be available to a Lender.

         "Event of Default" means any of the events specified in Section 9.1,
provided that there has been satisfied any requirement in connection with such
event for the giving of notice, or the lapse of time, or the happening of any
further condition, event or act, and "Default" shall mean any of such events,
whether or not any such requirement has been satisfied.

         "Excess Proceeds" is defined in Section 4.2.4.

         "Excess Sale Proceeds" is defined in Section 7B.7(iii)(c)(ii).

         "Excess Taking Proceeds" is defined in Section 4.2.3(ii).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Existing Credit Agreement" means the Credit Agreement dated as of June
25, 1996, as amended by the First Amendment to Credit Agreement dated as of July
25, 1996, the Second Amendment to Credit Agreement dated as of February 28,
1997, the Third Amendment to Credit Agreement dated as of September 30, 1997,
the Fourth Amendment to Credit Agreement dated as of November 18, 1997, and the
Fifth Amendment to Credit Agreement dated as of November 13, 1998, as replaced
and restated by the First Amended and Restated Credit Agreement dated as of May
31, 1999, between and among Borrower, BOk, Firstar Bank, N.A. ("Firstar"), and
Local, and BOk, as Administrative Agent, and Firstar, as Co-Agent, as amended by
the First Amendment to First Amended and Restated Credit Agreement dated as of
October 15, 1999, between and among Borrower, BOk, Firstar and

                                       14

<PAGE>

Local, and BOk, as Administrative Agent and Firstar, as Co-Agent, as amended by
the Second Amendment to First Amended and Restated Credit Agreement dated as of
May 31, 2000, between and among Borrower, BOk, Firstar and Local, and BOk, as
Administrative Agent, and Firstar, as Co-Agent, as amended by the Third
Amendment to First Amended and Restated Credit Agreement dated as of August 10,
2000, between and among Borrower, BOk, Firstar, Local and Harris, as lenders,
and BOk, as Administrative Agent and Firstar, as Co-Agent, as further amended by
the Fourth Amendment to First Amended and Restated Credit Agreement dated as of
December 28, 2000, between and among Borrower, BOk, Firstar, Local and Harris
Trust and Savings Bank ("Harris"), as lenders, the Administrative Agent and the
Co-Agent, as further amended by the Fifth Amendment to the First Amended and
Restated Credit Agreement dated as of July 16, 2001, between and among Borrower,
BOk, Firstar, Local and Harris, as lenders, and BOk, as Administrative Agent,
and Firstar, as Co-Agent, and as further amended by the Sixth Amendment to the
First Amended and Restated Credit Agreement dated as of October 1, 2003, between
and among Borrower, BOk, U.S. Bank National Association, successor to Firstar,
Local and Harris, as lenders, and BOk, as Administrative Agent, and US Bank, as
Co-Agent.

         "Federal Funds Rate" means, for any day, the rate equal to the weighted
average (rounded upward to the nearest 1/8%) of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, (i) as such weighted average is published for such day
(or, if such day is not a Banking Day, for the immediately preceding Banking
Day) by the Federal Reserve Bank of New York or (ii) if such rate is not so
published for such Banking Day, as determined by the Administrative Agent using
any reasonable means of determination. Each determination by the Administrative
Agent of the Federal Funds Rate shall, in the absence of manifest error, be
conclusive.

         "Fifth Third" shall mean Fifth Third State Bank.

         "Final Maturity Date" means December 31, 2006.

         "Financial Statement Delivery Date" means each date on which financial
statements are to be delivered pursuant to Section 7A.1(i) and (ii),
respectively.

         "Financing Statements" shall have the meaning specified in Section
6.1(vi).

         "Fixed Charges" shall mean scheduled principal and interest payments
and payments due under Capitalized Lease Obligations.

         "Foreign Trade Regulations" means (i) any act that prohibits or
restricts, or empowers the President or any executive agency of the United
States of America to prohibit or restrict, exports to or financial transactions
with any foreign country or foreign national, (ii) the regulations with respect
to certain prohibited foreign trade transactions set forth at 22 C.F.R. parts
120-130 and 31 C.F.R. Part 500 and (iii) any order, regulation, ruling,
interpretation, direction, instruction or notice relating to any of the
foregoing.

         "Funding Liability" means (a) any Eurodollar deposit which was used (or
deemed by Section 3.2.6 to have been used) to fund any portion of a Loan subject
to a Eurodollar Pricing Option, and (b) any portion of a Loan subject to a
Eurodollar Pricing Option funded (or deemed by Section 3.2.6 to have been
funded) with the proceeds of any such Eurodollar deposit.

                                       15

<PAGE>

         "GAAP" is defined in Section 1.2.

         "General Partner" means U.S. Propane in its capacity as the general
partner of the Borrower.

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

         "Guaranty" means, with respect to any Person, any direct or indirect
liability, contingent or otherwise, of such Person with respect to any
Indebtedness of another, including, without limitation, any such obligation
directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business) or discounted or sold with recourse
by such Person, or in respect of each such Person is otherwise directly or
indirectly liable, including, without limitation, any such obligation in effect
guaranteed by such Person through any agreement (contingent or otherwise) to
purchase, repurchase or otherwise acquire such obligation or any security
therefor, or to provide funds for the payment or discharge of such obligation
(whether in the form of loans, advances, stock purchases, capital contributions
or otherwise), or to maintain the solvency or any balance sheet or other
financial condition of the obligor of such obligation, or to make payment for
any products, materials or supplies or for any transportation or services
regardless of the non-delivery or non-furnishing thereof, in any such case if
the purpose or intent of such agreement is to provide assurance that such
obligation will be paid or discharged, or that any agreements relating thereto
will be complied with, or that the holders of such obligation will be protected
against loss in respect thereof. The amount of any Guaranty shall be equal to
the outstanding principal amount of the obligation guaranteed or such lesser
amount to which the maximum exposure of the guarantor shall have been
specifically limited.

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

         "Heritage Service" means Heritage Service Corp., a Delaware
corporation.

         "Heritage Service Credit Agreement" means the First Amended and
Restated Revolving Credit Agreement dated as of May 31, 1999, between and among
Heritage Service, as borrower, the Banks, as lenders, the Administrative Agent
and the Co-Agent, as amended from time to time, including, without limitation,
that certain Fourth Amendment thereto dated as of July 16, 2001.

         "Indebtedness" shall mean, with respect to any Person, without
duplication,

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

                                       16

<PAGE>

                  (b)      all obligations of others secured by any Lien in
         respect of property owned by such Person, whether or not such Person
         has assumed or become liable for the payment of such indebtedness;
         provided that the amount of such Indebtedness, if such Person has not
         assumed the same or become liable therefor, shall in no event be deemed
         to be greater than the fair market value from time to time of the
         property subject to such Lien;

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

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

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

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

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

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

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

                  (j)      all obligations, contingent or fixed, of such person
         as an account party in respect of letters of credit (other than letters
         of credit incurred in the ordinary course of business and consistent
         with past practice);

                  (k)      all liabilities of such Person in respect of unfunded
         vested benefits under pension plans (determined on a net basis for all
         such plans) and all asserted withdrawal liabilities of such Person or a
         commonly controlled entity to a Multiemployer Plan;

                  (l)      Swaps (other than Interest Rate Agreements);

                                       17

<PAGE>

                  (m)      all obligations of such Person in respect of bankers'
         acceptances (other than in respect of accounts payable to suppliers
         incurred in the ordinary course of business consistent with past
         practice); and

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

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

         "Intercreditor Agreement" means the Intercreditor and Agency Agreement
among the Purchasers of the Private Placement Notes, the initial Administrative
Agent (BankBoston) and the Collateral Agent dated as of June 25, 1996, as
amended, supplemented or modified from time to time in connection with the
transactions and modifications contemplated by this Agreement.

         "Interest Coverage" means, as of any date, a ratio equal to the ratio
of (a) the Consolidated EBITDA of the Borrower for the period of four
consecutive fiscal quarters of the Borrower ending with the most recent fiscal
quarter for which the Borrower has delivered to the Banks, or is required under
Section 7A.1(i) to have delivered to the Banks, financial statements of the
Borrower to (b) the Consolidated Interest Expense of the Borrower for such
period of four consecutive fiscal quarters.

         "Interest Rate Agreement" shall mean any fully matched interest rate
Swap entered into with the intent to protect the Borrower against fluctuations
in interest rates and entered into as a bona fide hedging arrangement and not
for purposes of investment or speculation.

         "Investment" shall mean, as applied to any Person, any direct or
indirect purchase or other acquisition by such Person of stock or other
securities of any other Person, or any direct or indirect loan, advance or
capital contribution by such Person to any other Person, and any other item
which would be classified as an "investment" on a balance sheet of such Person
prepared in accordance with GAAP, including without limitation any direct or
indirect contribution by such Person of property or assets to a joint venture,
partnership or other business entity in which such Person retains an interest
(it being understood that a direct or indirect purchase or other acquisition by
such Person of assets of any other Person (other than stock or other securities)
shall not constitute an "Investment" for purposes of this Agreement so long as
such assets are all used in the Business). For the purposes of Section 7B.5(v),
the amount involved in Investments made during any period shall be the aggregate
cost to the Borrower and its Subsidiaries of all such Investments made during
such period, determined in accordance with GAAP, but without regard to
unrealized increases or decreases in value, or write-ups, write-downs or
write-offs, of such Investments and without regard to the existence of any
undistributed earnings or accrued

                                       18

<PAGE>

interest with respect thereto accrued after the respective dates on which such
Investments were made, less any net return of capital realized during such
period upon the sale, repayment or other liquidation of such Investments
(determined in accordance with GAAP, but without regard to any amounts received
during such period as earnings (in the form of dividends not constituting a
return of capital, interest or otherwise) on such Investments or as loans from
any Person in whom such Investments have been made). See Section 1.2(i).

         "Investment Limit" shall have the meaning specified in Section 7B.5(v).

         "La Grange" means La Grange Acquisition, L.P., a Texas limited
partnership, a subsidiary of the Master Partnership, together with all of its
existing and hereafter formed or acquired direct or indirect subsidiaries.

         "La Grange Acquisition" means, collectively, (i) the acquisition by La
Grange Energy, L. P. of the equity interests of U.S. Propane, all in accordance
with the Acquisition Agreement dated as of November 6, 2003, as amended or
modified, and (ii) the acquisition by the Master Partnership of substantially
all of the assets of La Grange and its Subsidiaries and the other transactions
contemplated in connection therewith, all in accordance with the Contribution
Agreement dated as of November 6, 2003, as amended and modified.

         "La Grange Credit Agreement" means the loan/credit agreement, as
amended, modified, supplemented or restated from time to time, governing the
establishment and administration of certain senior credit term loan and senior
revolving credit loan credit facilities in the maximum aggregate amount of
$450,000,000 being extended to La Grange, as borrower, by Fleet Securities, Inc.
and Wachovia Capital Markets, LLC, as joint lead arrangers, and Fleet National
and Wachovia Bank National Association and the group of additional investors to
become signatory parties thereto, as lenders.

         "La Grange Partnership Agreement" means the Agreement of Limited
Partnership of La Grange as in effect on the Closing Date of the La Grange
Credit Agreement or thereafter executed by the signatory parties thereto, and as
the same may from time to time be amended, supplemented or otherwise modified in
accordance with the terms thereof.

         "Legal Requirement" shall mean any law, statute, ordinance, decree,
requirement, order, judgment, rule or regulation (or published official
interpretation of any of the foregoing by any Governmental Authority) of any
Governmental Authority.

         "Lending Officer" means each of such individuals whom the
Administrative Agent may designate by notice to the Borrower from time to time
as an officer who may receive telephone requests for borrowings under Section
2.1.3 and 2.2.3.

         "Letter of Credit" is defined in Section 2.3.1.

         "Letter of Credit Exposure" means, at any date, the sum of (a) the
aggregate face amount of all drafts that may then or thereafter be presented by
beneficiaries under all Letters of Credit

                                       19

<PAGE>

then outstanding, plus (b) the aggregate face amount of all drafts that the
Letter of Credit Issuer has previously accepted under Letters of Credit but has
not paid.

         "Letter of Credit Issuer" means, for any Letter of Credit, BOk or, in
the event BOk does not for any reason issue a requested Letter of Credit,
another Bank designated by the Administrative Agent to issue such Letter of
Credit in accordance with Section 2.3.

         "Leverage Ratio" means, as of any date, a ratio equal to the ratio of
(a) the Consolidated Funded Indebtedness of the Borrower as of the last day of
the most recent fiscal quarter of the Borrower for which the Borrower has
delivered to the Banks, or is required under Section 7A.1(i) to have delivered
to the Banks, a consolidated balance sheet of the Borrower to (b) the
Consolidated EBITDA of the Borrower for the period of four consecutive fiscal
quarters ended on such last day.

         "Liabilities" is defined in the second opening paragraph of the Note
Purchase Agreements in effect on the date hereof.

         "Lien" means any mortgage, pledge, security interest, encumbrance,
contractual deposit arrangement, lien (statutory or otherwise) or charge of any
kind (including any agreement to give any of the foregoing, any conditional sale
or other title retention agreement, any lease in the nature thereof, and the
filing of or agreement to give any financing statement under the Uniform
Commercial Code of any jurisdiction) or any other type of preferential
arrangement for the purpose, or having the effect, of protecting a creditor
against loss or securing the payment or performance of an obligation.

         "Loan" means each of the Working Capital Loan and the Acquisition Loan.

         "Loan Documents" means this Agreement, the Intercreditor Agreement, the
Security Documents, the Service Revolver Notes and each agreement of Heritage
Service governing or securing the Service Revolver Notes.

         "Local" shall mean Local Oklahoma Bank.

         "Margin Period" means each period commencing on (and including) the
first day of any fiscal quarter of the Borrower and ending on (and including)
the earlier of (i) the last day of such fiscal quarter of the Borrower, or (ii)
the Final Maturity Date with respect to the Working Capital Loans.

         "Margin Stock" means "margin stock" within the meaning of Regulation G,
T, U or X of the Board of Governors of the Federal Reserve System.

         "Master Partnership" means Heritage Propane Partners, L.P., a Delaware
limited partnership.

         "Material Adverse Effect" means (i) a material adverse effect on the
business, assets or financial condition of the Borrower or the Borrower and its
Subsidiaries taken as a whole after

                                       20

<PAGE>

giving effect to the Transactions, (ii) a material impairment of the ability of
the Borrower or any Subsidiary of the Borrower to perform any of its obligations
under the Loan Documents to which it is a party or (iii) a material adverse
effect on the enforceability of any of the Loan Documents.

         "Maximum Amount of Acquisition Credit" is defined in Section 2.1.2.

         "Maximum Amount of Working Capital Credit" is defined in Section 2.2.2.

         "Memorandum" means the memorandum dated May, 1996, prepared by
Prudential Securities for use in connection with the Borrower's private
placement of the Private Placement Notes.

         "MidFirst" shall mean MidFirst Bank.

         "Multiemployer Plan" means a "multiemployer plan" as defined in section
4001(a)(3) of ERISA.

         "Net Proceeds" means the proceeds of any sale of assets in the form of
cash or cash equivalents including payments in respect of deferred payment
obligations when received in the form of cash or cash equivalents net of (i)
brokerage commissions and other fees and expenses related to such sale, (ii)
provisions for any taxes payable as a result of such sale, (iii) amounts
required to be paid to any Person (other than the Borrower or any Subsidiary of
the Borrower) owning a beneficial interest in the assets sold, (iv) appropriate
amounts to be provided by the Borrower or any Subsidiary of the Borrower, as the
case may be, as a reserve required in accordance with GAAP against any
liabilities associated with such sale of assets and retained by the Borrower or
any Subsidiary of the Borrower, as the case may be, after such sale and (v)
amounts required to be applied to the repayment of Indebtedness (other than the
Private Placement Notes and amounts due under the Working Capital Facility or
Acquisition Facility) secured by a Lien on the assets sold.

         "Non-Compete Obligations" is defined in Section 7B.3(viii).

         "Noncompliance Event" means either or both of the following:

                  (a)      failure of the Borrower to maintain a Leverage Ratio
         that is (i) equal to or less than 4.75 to 1 from November 30, 2003
         through November 30, 2004, and (ii) equal to or less than 4.50 to 1
         from February 28, 2005 and thereafter; and

                  (b)      failure of the Borrower to maintain Interest Coverage
         that is equal to or greater than 2.25 to 1.

         "Nonperforming Bank" is defined in Section 10.4.4.

         "Note Purchase Agreements" means that certain (i) Note Purchase
Agreement between and among Heritage, Borrower and the Note Purchasers named in
the Purchaser Schedule annexed as Schedule I thereto dated as of June 25, 1996,
as amended, modified, supplemented or

                                       21

<PAGE>

restated from time to time, (ii) Note Purchase Agreement between and among
Borrower, Heritage and the Note Purchasers named in the Initial Purchaser
Schedule annexed thereto dated as of November 19, 1997, as amended, modified,
supplemented or restated from time to time, and (iii) Note Purchase Agreement
dated as of August 10, 2000, between and among Heritage, Borrower and the Note
Purchasers annexed as Scheduled I thereto, as amended, modified, supplemented or
restated from time to time.

         "Note Purchasers" mean the purchasers of the Private Placement Notes.

         "Notes" means the Working Capital Notes and the Acquisition Notes.

         "Obligations" means and include any and all: (i) indebtedness,
obligations and liabilities of the Borrower to the Banks incurred or which may
be incurred or purportedly incurred hereafter pursuant to the terms of this
Agreement or any of the other Loan Documents, and any replacements, amendments,
extensions, renewals, substitutions, amendments and increases in amount thereof,
including such amounts as may be evidenced by the Notes and all lawful interest,
late charges, loan closing fees, service fees, origination/facility fees,
commitment fees, fees in lieu of balances, letter of credit processing and
issuance fees and other charges, and all reasonable costs and expenses incurred
in connection with the preparation, filing and recording of the Loan Documents,
including reasonable attorneys fees and legal expenses; (ii) all reasonable
costs and expenses paid or incurred by the Banks and/or either Agent or the
Collateral Agent, including reasonable attorneys fees, in enforcing or
attempting to enforce collection of any Indebtedness and in enforcing or
realizing upon or attempting to enforce or realize upon any collateral or
security for any Indebtedness, including interest on all sums so expended by the
Banks and/or either Agent or the Collateral Agent accruing from the date upon
which such expenditures are made until paid, at an annual rate equal to the
Default Rate; and (iii) all sums expended by the Banks and/or either Agent or
the Collateral Agent in curing any Event of Default or Default of the Borrower
under the terms of this Agreement, the other Loan Documents or any other writing
evidencing or securing the payment of the Notes together with interest on all
sums so expended by the Banks and/or either Agent or the Collateral Agent
accruing from the date upon which such expenditures are made until paid, at an
annual rate equal to the Default Rate; and (iv) indebtedness, obligations and
liabilities of the Borrower arising out of the Note Purchase Agreements,
including, without limitation, that evidenced by the Private Placement Notes.

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

                                       22

<PAGE>

         "Operative Agreements" means the Contribution Agreement, the other
Conveyance Agreements, the Partnership Agreement and the La Grange Partnership
Agreement.

         "Overdue Reimbursement Rate" means, at any date, the highest Applicable
Rate then in effect.

         "Parity Debt" means Indebtedness of the Borrower (a) (other than the
Notes) incurred in accordance with clauses (i), (ii) and (iii) of Section 7B.2
and (b) Additional Parity Debt.

         "Partnership Agreement" means the Agreement of Limited Partnership of
the Borrower as in effect on the Closing Date, and as the same may from time to
time be amended, supplemented or otherwise modified in accordance with the terms
thereof.

         "Partnership Documents" means the Agreement of Limited Partnership of
the Master Partnership and the Partnership Agreement, in each case as in effect
on the Closing Date and as the same may from time to time be amended,
supplemented or otherwise modified in accordance with the terms hereof and
thereof.

         "Payment Date" means the last Banking Day of each March, June,
September and December occurring after the Initial Closing Date.

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

         "Percentage Interest" is defined in Section 10.1.

         "Percentage of Aggregate Available Cash" shall mean, with respect to
any fiscal quarter of the Borrower, the percentage determined by multiplying (i)
a fraction consisting of a numerator equal to the Borrower's Available Cash for
that period and a denominator equal to the Aggregate Available Cash by (ii) 100.

         "Performing Bank" is defined in Section 10.4.4.

         "Permits" is defined in Section 8.8.

         "Permitted Banks" is defined in Section 7B.5.

         "Permitted GP Entity" shall mean shall mean any one or combination of
(i) Persons or a group of unrelated persons (as such terms are defined in the
Exchange Act) who directly or indirectly beneficially own (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act) the Capital Stock of
the General Partner immediately following consummation of the La Grange
Acquisition, and (ii) Current Management or group of related persons (as so
defined) including Current Management.

         "Person" means and includes an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.

                                       23

<PAGE>

         "Plan" means any "employee pension benefit plan" as such term is
defined in Section 3 of ERISA (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
"employer" as defined in Section 3(5) of ERISA.

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

         "Priority Debt" means as of any date of determination, the sum, without
duplication, of (i) Indebtedness of the Subsidiaries of the Borrower (other than
Indebtedness owed to the Borrower or another Wholly-Owned Subsidiary), plus (ii)
Indebtedness of the Borrower and its Subsidiaries secured by Liens permitted by
clauses (i) and (vii) of Section 7B.3 and any renewals of such Liens permitted
by clause (xiv) of Section 7B.3

         "Property" means any interest in any kind of property or asset whether
real, personal, or mixed, or tangible or intangible.

         "PUHCA" is defined in Section 8.19.

         "Private Placement Notes" means (i) the $120,000,000 senior secured
notes issued pursuant to the Memorandum, sold to the Purchasers and described
and defined in the Note Purchase Agreement dated as of June 25, 1996, as
amended, (ii) the $47,000,000 senior secured notes described and defined in the
Note Purchase Agreement dated as of November 19, 1997, as amended, and (iii) the
$250,000,000 senior secured notes described and defined in the Note Purchase
Agreement dated as of August 10, 2000, as amended.

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

         "Register" is defined in Section 11.1.3.

         "Replacement Bank" is defined in Section 11.3.

         "Required Banks" means, with respect to any approval, consent,
modification, waiver or other action to be taken by the Administrative Agent or
the Banks under the Loan Documents which require action by the Required Banks,
such Banks that own at least 66-2/3% of the Percentage Interests; provided,
however, that with respect to any matters referred to in the

                                       24

<PAGE>

proviso to Section 10.6, Required Banks means such Banks as own at least the
respective portions of the Percentage Interests required by Section 10.6.

         "Responsible Officer" means the chief executive officer, chief
operating officer, chief financial officer or chief accounting officer of the
Borrower or any other officer of the Borrower involved principally in its
financial administration or its controllership function.

         "Restricted Payment" means any payment or other distribution, direct or
indirect, in respect of any partnership or other equity interest in the
Borrower, except a distribution payable solely in additional partnership or
other equity interests in the Borrower, and any payment, direct or indirect on
account of the redemption, retirement, purchase or other acquisition of any
partnership or other equity interest in the Borrower.

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

         "Securities Act" means the Securities Act of 1933, as amended.

         "Security Agreement" shall mean the Security Agreement from the
Borrower and U.S. Propane (formerly Heritage), as debtors and assignors, to the
Collateral Agent, for the benefit of the Banks and the Note Purchasers, as
secured parties, encumbering the Collateral described therein and covered
thereby.

         "Security Documents" shall mean the Security Agreement, the
Certificates and Stock Powers and the Financing Statements.

         "Senior Debt" shall mean Indebtedness of the Borrower which is not
expressed to be junior or subordinate to any other Indebtedness of the Borrower.

         "Service Revolver Notes" shall mean those certain promissory notes from
Heritage Service payable to the order of the Banks as more particularly
described in the Heritage Service Credit Agreement.

         "Significant Subsidiary Group" shall mean any Subsidiary of the
Borrower, or any group of Subsidiaries of the Borrower, which at any time of
determination account for (or in the case of a recently formed or acquired
Subsidiary would have so accounted for on a pro forma basis) more than 5% of
consolidated operating revenues of the Borrower and its Subsidiaries for the
fiscal year most recently ended or more than 5% of consolidated total assets of
the Borrower and its Subsidiaries as of the end of the most recently ended
fiscal quarter, in each case computed in accordance with GAAP.

                                       25

<PAGE>

         "Specified Entities" shall mean, (A) until such time as the La Grange
Acquisition is consummated, any one or more of the following entities: (i) Atmos
Energy Corporation, (ii) Piedmont Natural Gas Company, Inc., (iii) AGL
Resources, Inc., and (iv) TECO Energy, Inc., or a Successor to any entity
referred to in clause (i), (ii), (iii) or (iv) of this definition, and (B) from
and after the consummation of the La Grange Acquisition, any one or combination
of the following: (i) La Grange, any Wholly-Owned Subsidiary thereof, or a
Successor thereto, and (ii) any Permitted GP Entity.

         "Subsidiary" shall mean, with respect to any Person, any corporation,
limited liability company, partnership, joint venture, association, trust or
other entity of which (or in which) more than 50% of (a) the issued and
outstanding Capital Stock having ordinary voting power to elect a majority of
the board of directors of such corporation (irrespective of whether at the time
Capital Stock of any other class or classes of such corporation shall or might
have voting power upon the occurrence of any contingency), (b) the interests in
the capital or profits of such partnership, limited liability company, joint
venture or association with ordinary voting power to elect a majority of the
board of directors (or Persons performing similar functions) of such
partnership, limited liability company, joint venture or association, or (c) the
beneficial interests in such trust or other entity with ordinary voting power to
elect a majority of the board of trustees (or Persons performing similar
functions) of such trust or other entity, is at the time directly or indirectly
owned or controlled by such Person, by such Person and one or more of its other
Subsidiaries, or by one or more of such Person's other Subsidiaries. For the
purposes of any computation under Section 6A or clause (xiii) of Section 6B, the
defined terms Consolidated Debt Service, Consolidated EBITDA, Consolidated
Funded Indebtedness, Consolidated Interest Expense and Consolidated Pro Forma
Maximum Debt Service shall be calculated on the basis that Bi-State is a
Subsidiary of the Borrower, but only as long as the Borrower shall own 50% or
more of the interests in the capital or profits of Bi-State with ordinary voting
power to elect a majority of the board of directors (or Persons performing
similar functions) thereof.

         "Successor" shall mean, with respect to the Specified Entity, any
entity in which the holders of the Capital Stock of such Specified Entity
outstanding immediately prior to a consolidation, acquisition or merger
involving such Specified Entity hold, directly or indirectly through
Wholly-Owned Subsidiaries, at least a majority of the Capital Stock immediately
after such consolidation, acquisition or merger.

         "Swaps" shall mean, with respect to any Person, payment obligations
(fixed or contingent) with respect to interest rate swap agreements, interest
rate cap agreements, interest rate collar agreements, currency swaps and similar
obligations obligating such Person to make payments, whether periodically or
upon the happening of a contingency. For the purposes of this Agreement, the
amount of the obligation under any Swap shall be the amount determined in
respect thereof as of the end of the then most recently ended fiscal quarter of
such Person, based on the assumption that such Swap had terminated at the end of
such fiscal quarter, and in making such determination, if any agreement relating
to such Swap provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

                                       26

<PAGE>

         "Tax" means any present or future tax, levy, duty, impost, deduction,
withholding or other charges of whatever nature at any time required by any Bank
Legal Requirement (i) to be paid by any Bank or (ii) to be withheld or deducted
from any payment otherwise required hereby to be made to any Bank, in each case
on or with respect to its obligations hereunder, the Loan, any payment in
respect of the Credit Obligations or any Funding Liability not included in the
foregoing; provided, however, that the term "Tax" shall not include taxes
imposed upon or measured by the net income of such Bank (other than withholding
taxes) or franchise taxes.

         "Total Assets" means, as of any date of determination, the consolidated
total assets of the Borrower and its Subsidiaries as would be shown on a
consolidated balance sheet of the Borrower and its Subsidiaries prepared in
accordance with GAAP as of that date. See Section 1.2(i).

         "Tulsa Office" means the principal banking office of BOk in Tulsa,
Oklahoma.

         "UCC" means the Uniform Commercial Code.

         "Uniform Customs and Practice" is defined in Section 2.3.7.

         "United States" or "U.S." means the United States of America.

         "United States Funds" means such coin or currency of the United States
as at the time shall be legal tender therein for the payment of public and
private debts.

         "Units" shall mean, collectively, the Common Units and each other
limited partnership interest which may be issued from time to time and which are
entitled by their terms to receive distributions.

         "Unused Proceeds Reserve" means, as of any date of determination, all
amounts theretofore offered to prepay Parity Debt under Section 7B.7(iii)(c)(ii)
and to prepay Notes under Section 4.2, the prepayment of which was declined by
the applicable lenders, less the portion of such amounts theretofore applied by
the Borrower to operations or capital expenditures in connection with the
conduct of the Borrower's business.

         "Unutilized Taking Proceeds" means, as of any date, any insurance or
condemnation proceeds (net of the reasonable costs of proceedings in connection
therewith and settlements in respect thereof) in excess of $100,000 with respect
to any single occurrence that were received by the Borrower or any of its
Subsidiaries in respect of any damage, destruction, condemnation or other taking
of all or any portion of the properties or assets of the Borrower or any of its
Subsidiaries and that have not been reinvested by the Borrower or any of its
Subsidiaries within a period of twelve months after such receipt in the
restoration, modification or replacement of the properties or assets in respect
of which such insurance or condemnation proceeds were received.

         "U.S. Bank" shall mean U. S Bank National Association.

                                       27

<PAGE>

         "USPLLC" shall mean U.S. Propane, LLC, a Delaware limited liability
company, the general partner of U.S. Propane.

         "U.S. Propane" means U.S. Propane, L.P., a Delaware limited
partnership, and successor to Heritage Holdings, Inc., a Delaware corporation
("Heritage").

         "Voting Stock" means, with respect to any corporation, any shares of
stock of such corporation the holders of which are entitled under ordinary
circumstances to vote for the election of directors of such corporation
(irrespective of whether at the time stock of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).

         "Wholly-Owned" means, as applied to any Subsidiary of any Person, a
Subsidiary at least 98% (by vote or value) of the outstanding Equity Interests
(other than directors' qualifying shares, if required by law) of all classes,
taken together as a whole, of which are at the time owned by such Person or by
one or more of its Wholly-Owned Subsidiaries or by such Person and one or more
of its Wholly-Owned Subsidiaries.

         "Withdrawal Liability" shall mean liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

         "Working Capital Facility" means the agreement of the Banks herein to
make Working Capital Loan and to provide for the issuance of Letters of Credit.

         "Working Capital Loan Account" is defined in Section 2.2.4.

         "Working Capital Loan" is defined in Section 2.2.4.

         "Working Capital Notes" is defined in Section 2.2.4.

         1.2      Accounting Principles, Terms and Determinations. All
references in this Agreement to "generally accepted accounting principles" or to
"GAAP" shall be deemed to refer to generally accepted accounting principles in
effect in the United States at the time of application thereof, but subject to
the provisions of this Section 1.2. Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all determinations with
respect to accounting matters hereunder shall be made, and all unaudited
financial statements and certificates and reports as to financial matters
required to be prepared hereunder shall be prepared in accordance with generally
accepted accounting principles, applied on a basis consistent with the most
recent audited consolidated financial statements of the Borrower and its
Subsidiaries delivered pursuant to clause (ii) of Section 7A.1.

         1.3      Construction. Except as otherwise explicitly specified to the
contrary or unless the context clearly requires otherwise, (i) the capitalized
term "Section" refers to sections of this Agreement, (ii) the capitalized term
"Exhibit" refers to exhibits to this Agreement, (iii) references to a particular
Article Section include all subsections thereof, (iv) the word

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<PAGE>

"including" shall be construed as "including without limitation", (v) terms
defined in the UCC and not otherwise defined herein have the meaning provided
under the UCC, (vi) references to a particular statute or regulation include all
rules and regulations thereunder and any successor statute, regulation or rules,
in each case as from time to time in effect and (vii) references to a particular
Person include such Person's successors and assigns to the extent not prohibited
by this Agreement and the other Loan Documents. References to "the date hereof"
mean the date first set forth above.

                                   ARTICLE II

                                   THE CREDITS

         2.1      Acquisition Facility.

                  2.1.1    Acquisition Loan. Subject to all the terms and
         conditions of this Agreement and so long as no Default exists, from
         time to time on and after the Closing Date and prior to the Final
         Maturity Date, the Banks will, severally in accordance with their
         respective Percentage Interests, make loans to the Borrower in such
         amounts as may be requested by the Borrower in accordance with Section
         2.1.3, constituting in part, a refinancing of the Acquisition Loan
         previously governed by the Existing Credit Agreement. The sum of the
         aggregate principal amount of loans made under this Section 2.1.1 at
         any one time outstanding shall in no event exceed the Maximum Amount of
         Acquisition Credit.

                  2.1.2    Maximum Amount of Acquisition Credit. The term
         "Maximum Amount of Acquisition Credit" means, on any date on or prior
         to the Final Maturity Date, the remainder of (x) the lesser of (a)
         $75,000,000 or (b) the aggregate Acquisition Loan Commitments described
         in Section 10.1, as amended from time to time, or such lesser amount as
         the Borrower may specify from time to time by notice from Borrower to
         the Administrative Agent.

                  2.1.3    Acquisition Loan Borrowing Requests. The Borrower may
         from time to time request a loan under Section 2.1.1 by providing to a
         Lending Officer of the Administrative Agent either a notice in writing
         or telephonic notice promptly confirmed in writing. Such notice must be
         not later than noon (Tulsa, Oklahoma time) three (3) Banking Days prior
         to the requested funding date for a Eurodollar Loan, otherwise two (2)
         Business Days prior to the requested funding date for such loan. The
         notice must specify (a) the amount of the requested loan (which shall
         be not less than $500,000 and in integral multiples of $100,000 in
         excess thereof) and (b) the requested funding date therefor (which
         shall be a Banking Day). Each such notice shall be accompanied by (i) a
         memorandum from the Chief Financial Officer of Borrower's general
         partner summarizing the proposed acquisition or capital expenditures to
         be financed by the advance, (ii) in the case of an acquisition a
         complete copy of the signed letter of intent (with all exhibits or
         schedules thereto to the extent available); provided, however, Borrower
         shall not make a loan request under Section 2.1.1 for any acquisition
         of a Business described in clause (ii) of the definition thereof for an
         amount in excess of

                                       29

<PAGE>

         $20,000,000 without the prior written consent of the Required Banks,
         (iii) a full and complete copy of the Borrower's internal acquisition
         or capital expenditure model (in general form, content and detail as
         utilized by the Borrower for similar acquisitions or capital
         expenditures prior to the Closing Date) and, in the case of borrowings
         hereunder relating to acquisitions or capital expenditures costing in
         excess of $1,000,000 and in each other case in which the Required Banks
         shall so request, calculations demonstrating Borrower's continued
         compliance with the financial ratios of Section 7B.1(i) and (ii) hereof
         as of and following the closing of such proposed acquisition or capital
         expenditure (utilizing, for the purpose of such demonstration, and
         subject to the calculation of Consolidated EBITDA resulting from such
         proposed Asset Acquisition, including adjustments permitted thereby,
         the financial statements of the Borrower and of the acquired business
         or asset for the most recent period of twelve consecutive months (as
         opposed to the immediately preceding four full fiscal quarters) for
         which such statements are available), and (iv) a full, completed copy
         of the confidential business questionnaire in the form as utilized by
         Borrower prior to the Closing Date (collectively the "Acquisition/Capex
         Due Diligence Packet"). Upon receipt of such notice, the Administrative
         Agent will promptly inform each other Bank (by telephone or otherwise).
         Each such loan will be made at the Administrative Agent's Tulsa Office
         by depositing the amount thereof to the Acquisition Loan Account of the
         Borrower with the Administrative Agent. In connection with each such
         loan, the Borrower shall furnish to the Administrative Agent a
         certificate in substantially the form of Exhibit 2.1.3.

                  2.1.4    Acquisition Loan Account: Acquisition Notes. The
         Administrative Agent will establish on its books an internal
         acquisition loan account for the Borrower (the "Acquisition Loan
         Account") for administrative purposes only, which such Administrative
         Agent shall administer as follows: (a) the Administrative Agent shall
         add to the Acquisition Loan Account, and the Acquisition Loan Account
         shall evidence, the principal amount of all loans from time to time
         made by the Banks to the Borrower pursuant to Section 2.1.1 and (b) the
         Administrative Agent shall reduce the Acquisition Loan Account by the
         amount of all payments made on account of the Obligation evidenced by
         the Acquisition Loan Account. The aggregate principal amount of the
         Indebtedness from time to time evidenced by the Acquisition Loan
         Account is referred to as the "Acquisition Loan." The Acquisition Loan
         shall be deemed owed to each Bank severally in accordance with such
         Bank's Percentage Interest, and all payments credited to the
         Acquisition Loan Account shall be for the account of each Bank in
         accordance with its Percentage Interest. The Borrower's obligations to
         pay each Bank's Percentage Interest in the Acquisition Loan shall be
         evidenced by a separate note of the Borrower in substantially the form
         of Exhibit 2.1.4 (the "Acquisition Notes"), payable to each Bank in
         maximum principal amount equal to such Bank's Percentage Interest in
         the total Commitments constituting the Acquisition Facility.

         2.2      Working Capital Facility.

                  2.2.1    Working Capital Loan. Subject to all the terms and
         conditions of this Agreement and so long as no Default exists, from
         time to time on and after the Closing Date and prior to the Final
         Maturity Date with respect to the Working Capital Loan the

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<PAGE>

         Banks will, severally in accordance with their respective Percentage
         Interests, make loans to the Borrower in such amounts as may be
         requested by the Borrower in accordance with Section 2.2.3,
         constituting in part, a refinancing of the Working Capital Loans
         previously governed by the Existing Credit Agreement. The sum of the
         aggregate principal amount of loans made under this Section 2.2.1 at
         any one time outstanding plus the Letter of Credit Exposure shall in no
         event exceed the Maximum Amount of Working Capital Credit.

                  2.2.2    Maximum Amount of Working Capital Credit. The term
         "Maximum Amount of Working Capital Credit" means, on any date, the
         lesser of (a) $75,000,000 minus the outstanding principal balance on
         the Indebtedness permitted by Section 7B.2(v) or such lesser amount as
         the Borrower may specify from time to time by notice from the Borrower
         to the Administrative Agent, or (b) the aggregate Working Capital Loan
         Commitments described in Section 10.1, as amended from time to time;
         provided that the aggregate outstanding principal amount of Working
         Capital Loan shall be reduced to $10,000,000 (excluding undrawn amounts
         on Letters of Credit issued pursuant to Section 2.3) for a period of
         not less than 30 consecutive calendar days at least one time during
         each fiscal year of the Borrower (the "Annual Clean-Up"). Failure by
         the Borrower to comply with the provisions of the Annual Clean-Up shall
         constitute a failure to pay the Loans when due and an Event of Default
         under Section 9.1.

                  2.2.3    Working Capital Borrowing Requests. The Borrower may
         from time to time request a loan under Section 2.2.1 by providing to a
         Lending Officer of the Administrative Agent, either a notice in writing
         or telephonic notice promptly confirmed in writing. Such notice must be
         not later than noon (Tulsa, Oklahoma time) on the Banking Day of the
         requested advance date for such loan. The notice must specify (a) the
         amount of the requested loan (which shall be not less than $100,000 and
         in integral multiples of $50,000 in excess thereof) and (b) the
         requested advance date therefor (which shall be a Banking Day). Upon
         receipt of such notice, such Administrative Agent will promptly inform
         each other Bank (by telephone or otherwise). Each such loan will be
         made at the Administrative Agent's Tulsa Office by depositing the
         amount thereof to the Borrower's Working Capital Loan Account with the
         Administrative Agent. In connection with each such loan, the Borrower
         shall furnish to the Administrative Agent, a certificate in
         substantially the form of Exhibit 2.2.3.

                  2.2.4    Working Capital Loan Account: Working Capital Notes.
         The Administrative Agent, will establish on its books an internal
         working capital loan account for the Borrower (the "Working Capital
         Loan Account"), for administrative purposes only, which such
         Administrative Agent shall administer as follows: (a) such
         Administrative Agent shall add to the Working Capital Loan Account, and
         the Working Capital Loan Account shall evidence, the principal amount
         of all loans made from time to time by the Banks to the Borrower
         pursuant to Section 2.2.1 and (b) such Administrative Agent shall
         reduce the Working Capital Loan Account by the amount of all payments
         made on account of the Indebtedness evidenced by the Working Capital
         Loan Account. The aggregate principal amount of the Indebtedness
         evidenced by the Working Capital Loan Account is referred to as the
         "Working Capital Loan." The Working Capital Loan

                                       31

<PAGE>

         shall be deemed owed to each Bank severally in accordance with such
         Bank's Percentage Interest, and all payments credited to the working
         Capital Loan Account shall be for the account of each Bank in
         accordance with its Percentage Interest. The Borrower's obligations to
         pay each Bank's Percentage Interest in the Working Capital Loan shall
         be evidenced by a separate note of the Borrower in substantially the
         form of Exhibit 2.2.4 (the "Working Capital Notes"), payable to each
         Bank in maximum principal amount equal to such Bank's Percentage
         Interest in the total Commitments constituting the Working Capital
         Facility.

         2.3      Letters of Credit.

                  2.3.1    Issuance of Letters of Credit. Subject to all the
         terms and conditions of this Agreement and so long as no Default
         exists, from time to time on and after the Closing Date and prior to 30
         days prior to the Final Maturity Date with respect to the Working
         Capital Loan, the Letter of Credit Issuer will issue for the account of
         the Borrower one or more irrevocable documentary or standby letters of
         credit (the "Letters of Credit"). Letter of Credit Exposure plus the
         Working Capital Loan shall in no event exceed the Maximum Amount of
         Working Capital Credit. Letter of Credit Exposure shall in no event
         exceed $5,000,000.

                  2.3.2    Requests for Letters of Credit. The Borrower may from
         time to time request a Letter of Credit to be issued by providing to
         the Letter of Credit Issuer (and the Administrative Agent if the Letter
         of Credit Issuer is not the Administrative Agent) a notice which is
         actually received not less than one (1) Banking Day prior to the
         requested issuance date for such Letter of Credit specifying (a) the
         amount of the requested Letter of Credit, (b) the beneficiary thereof,
         (c) the requested issuance date and (d) the principal terms of the text
         for such Letter of Credit. Each Letter of Credit will be issued by
         forwarding it to the Borrower or to such other Person as directed in
         writing by the Borrower. In connection with the issuance of any Letter
         of Credit, the Borrower shall furnish to the Letter of Credit Issuer
         (and the Administrative Agent if the Letter of Credit Issuer is not the
         Administrative Agent) a certificate in substantially the form of
         Exhibit 2.3.2. and any customary application forms required by the
         Letter of Credit Issuer.

                  2.3.3    Form and Expiration of Letters of Credit. Each Letter
         of Credit issued under this Section 2.3 and each draft accepted or paid
         under such a Letter of Credit shall be issued, accepted or paid, as the
         case may be, by the Letter of Credit Issuer at its principal office. No
         Letter of Credit shall provide for the payment of drafts drawn
         thereunder, and no draft shall be payable, at a date which is later
         than the earlier of (a) the date twelve months after the date of
         issuance or (b) 15 days prior to the Final Maturity Date with respect
         to the Working Capital Loans. Each Letter of Credit and each draft
         accepted under a Letter of Credit shall be in such form and minimum
         amount, and shall contain such terms, as the Letter of Credit Issuer
         and the Borrower may agree upon at the time such Letter of Credit is
         issued, including a requirement of not less than three Banking Days
         after presentation of a draft before payment must be made thereunder.

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<PAGE>

                  2.3.4    Banks' Participation in Letters of Credit. Upon the
         issuance of any Letter of Credit, a participation therein, in an amount
         equal to each Bank's Percentage Interest, shall automatically be deemed
         granted by the Letter of Credit Issuer to each Bank on the date of such
         issuance and the Banks shall automatically be obligated, as set forth
         in Section 10.4, to reimburse the Letter of Credit Issuer to the extent
         of their respective Percentage Interests for all obligations incurred
         by the Letter of Credit Issuer to third parties in respect of such
         Letter of Credit not reimbursed by the Borrower. The Letter of Credit
         Issuer will send to each Bank (and the Administrative Agent if the
         Letter of Credit Issuer is not the Administrative Agent) a confirmation
         regarding the participations in Letters of Credit outstanding during
         such month.

                  2.3.5    Presentation. The Letter of Credit Issuer may accept
         or pay any draft presented to it, regardless of when drawn and whether
         or not negotiated, if such draft, the other required documents and any
         transmittal advice are presented to the Letter of Credit Issuer and
         dated on or before the expiration date of the Letter of Credit under
         which such draft is drawn. Except insofar as instructions actually
         received may be given by the Borrower in writing expressly to the
         contrary with regard to, and prior to, the Letter of Credit Issuer's
         issuance of any Letter of Credit for the account of the Borrower and
         such contrary instructions are reflected in such Letter of Credit, to
         the maximum extent permitted by law the Letter of Credit Issuer may
         honor as complying with the terms of the Letter of Credit and with this
         Agreement any drafts or other documents otherwise in order signed or
         issued by an administrator, executor, conservator, trustee in
         bankruptcy, debtor in possession, assignee for benefit of creditors,
         liquidator, receiver or other legal representative of the party
         authorized under such Letter of Credit to draw or issue such drafts or
         other documents.

                  2.3.6    Payment of Drafts. At such time as a Letter of Credit
         Issuer makes any payment on a draft presented or accepted under a
         Letter of Credit, the Borrower will on demand pay to such Letter of
         Credit Issuer in immediately available funds the amount of such
         payment. Unless the Borrower shall otherwise pay to the Letter of
         Credit Issuer the amount required by the foregoing sentence, such
         amount shall be considered a loan under Section 2.2.1 and part of the
         Working Capital Loan.

                  2.3.7    Uniform Customs and Practice. The Uniform Customs and
         Practice for Documentary Credits (1993 Revision), International Chamber
         of Commerce Publication No. 500, and any subsequent revisions thereof
         approved by a Congress of the International Chamber of Commerce and
         adhered to by the Letter of Credit Issuer (the "Uniform Customs and
         Practice"), shall be binding on the Borrower and the Letter of Credit
         Issuer except to the extent otherwise provided herein, in any Letter of
         Credit or in any other Loan Document. Anything in the Uniform Customs
         and Practice to the contrary notwithstanding:

                           (a)      Neither the Borrower nor any beneficiary of
                  any Letter of Credit shall be deemed an agent of any Letter of
                  Credit Issuer.

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<PAGE>

                           (b)      With respect to each Letter of Credit,
                  neither any Letter of Credit Issuer nor its correspondents
                  shall be responsible, except to the extent required by law,
                  for or shall have any duty to ascertain:

                                    (i)      the genuineness of any signature;

                                    (ii)     the validity, form, sufficiency,
                           accuracy, genuineness or legal effect of any
                           endorsements;

                                    (iii)    delay in giving, or failure to
                           give, notice of arrival, notice of refusal of
                           documents or of discrepancies in respect of which any
                           Letter of Credit Issuer refuses the documents or any
                           other notice, demand or protest;

                                    (iv)     the performance by any beneficiary
                           under any Letter of Credit of such beneficiary's
                           obligations to the Borrower;

                                    (v)      inaccuracy in any notice received
                           by the Letter of Credit Issuer;

                                    (vi)     the validity, form, sufficiency,
                           accuracy, genuineness or legal effect of any
                           instrument, draft, certificate or other document
                           required by such Letter of Credit to be presented
                           before payment of a draft, or the office held by or
                           the authority of any Person signing any of the same;
                           or

                                    (vii)    failure of any instrument to bear
                           any reference or adequate reference to such Letter of
                           Credit, or failure of any Person to note the amount
                           of any instrument on the reverse of such Letter of
                           Credit or to surrender such Letter of Credit or to
                           forward documents in the manner required by such
                           Letter of Credit.

                           (c)      Except as otherwise required by law, the
                  occurrence of any of the events referred to in the Uniform
                  Customs and Practice or in the preceding clauses of this
                  Section 2.3.7 shall not affect or prevent the vesting of any
                  of the Letter of Credit Issuer's rights or powers hereunder or
                  the Borrower's obligation to make reimbursement of amounts
                  paid under any Letter of Credit or any draft accepted
                  thereunder.

                           (d)      The Borrower will promptly examine (i) each
                  Letter of Credit (and any amendments thereof) sent to it by a
                  Letter of Credit Issuer and (ii) all instruments and documents
                  delivered to it from time to time by such Letter of Credit
                  Issuer. The Borrower will notify the Letter of Credit Issuer
                  of any claim of noncompliance by notice actually received
                  within three Banking Days after receipt of any of the
                  foregoing documents, the Borrower being conclusively deemed to
                  have waived any such claim against such Letter of Credit
                  Issuer and its correspondents unless such notice is given. The
                  Letter of Credit Issuer shall have

                                       34

<PAGE>

                  no obligation or responsibility to send any such Letter of
                  Credit or any such instrument or document to the Borrower.

                           (e)      In the event of any conflict between the
                  provisions of this Agreement and the Uniform Customs and
                  Practice and Article 5 of the Uniform Commercial Code, the
                  provisions of this Agreement shall govern to the maximum
                  extent permitted by applicable law.

                  2.3.8    Subrogation. Subject to the terms of the
         Intercreditor Agreement, upon any payment by a Letter of Credit Issuer
         under any Letter of Credit and until the reimbursement of such Letter
         of Credit Issuer by the Borrower with respect to such payment, the
         Letter of Credit Issuer shall be entitled to be subrogated to, and to
         acquire and retain, the rights which the Person to whom such payment is
         made may have against the Borrower, all for the benefit of the Banks.
         Subject to the terms of the Intercreditor Agreement, the Borrower will
         take such action as the Letter of Credit Issuer may reasonably request,
         including requiring the beneficiary of any Letter of Credit to execute
         such documents as the Letter of Credit Issuer may reasonably request,
         to assure and confirm to the Letter of Credit Issuer such subrogation
         and such rights, including the rights, if any, of the beneficiary to
         whom such payment is made in accounts receivable, inventory and other
         properties and assets of the Borrower.

                  2.3.9    Modification, Consent, etc. If the Borrower requests
         or consents in writing to any modification or extension of any Letter
         of Credit, or waives any failure of any draft, certificate or other
         document to comply with the terms of such Letter of Credit, and if the
         Letter of Credit Issuer consents thereto, the Letter of Credit Issuer
         shall be entitled to rely on such request, consent or waiver. This
         Agreement shall be binding upon the Borrower with respect to such
         Letter of Credit as so modified or extended, and with respect to any
         action taken or omitted by such Letter of Credit Issuer pursuant to any
         such request, consent or waiver.

         2.4      Application of Proceeds.

                  2.4.1    Acquisition Loan. The Borrower will apply the
         proceeds of the Acquisition Loan solely to finance acquisitions
         permitted pursuant to Section 2.1 and to finance capital expenditures
         for additions or improvements to the assets of the Borrower (as
         distinguished from maintenance capital expenditures).

                  2.4.2    Working Capital Loan. The Borrower will apply the
         proceeds of the Working Capital Loan for working capital and other
         lawful purposes of the Borrower and its Subsidiaries; provided,
         however, that at no time shall more than $500,000 of the outstanding
         principal amount of the Working Capital Loan have been applied to the
         purposes of financing acquisitions permitted pursuant to Section 2.1
         and/or capital expenditures for additions or improvements to the Assets
         of the Borrower (as distinguished from maintenance capital
         expenditures).

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<PAGE>

                  2.4.3    Letters of Credit. Letters of Credit shall be issued
         only for lawful purposes of the Borrower and its Subsidiaries.

                  2.4.4    Specifically Prohibited Applications. The Borrower
         will not, directly or indirectly, apply any part of the proceeds of any
         extension of credit made pursuant to the Loan Documents to purchase or
         to carry Margin Stock or to any transaction prohibited by the Foreign
         Trade Regulations, by other Bank Legal Requirements of applicable to
         the Banks or by the Loan Documents.

         2.5      Nature of Obligations of Banks to Make Extensions of Credit.
The Banks' obligations to extend credit under this Agreement, including without
limitation, to refinance the credit facilities previously governed by the
Existing Credit Agreement, are several and are not joint or joint and several.
If on the date any Loans are to be made, any Bank shall fail to perform its
obligations under this Agreement, the aggregate amount of Commitments to make
the extensions of credit under this Agreement shall be reduced by the amount of
unborrowed Commitments of the Bank so failing to perform and the Percentage
Interests shall be appropriately adjusted. Banks that have not failed to perform
their obligations to make the extensions of credit contemplated by Section 2
may, if any such Bank so desires, assume, in such proportions as such Banks may
agree, the obligations of any Bank who has so failed and the Percentage
Interests shall be appropriately adjusted. The provisions of this Section 2.5
shall not affect the rights of the Borrower against any Bank failing to perform
its obligations hereunder.

                                   ARTICLE III

                   INTEREST; EURODOLLAR PRICING OPTIONS; FEES

         3.1      Interest. Each Loan shall accrue and bear interest at a rate
per annum which shall at all times equal its Applicable Rate. Prior to any
stated or accelerated maturity of any Loan, the Borrower will, on the last day
of each month, commencing January 31, 2004, pay the accrued and unpaid interest
on the portion of such Loan which was not subject to a Eurodollar Pricing
Option. On the last day of each Eurodollar Interest Period or on any earlier
termination of any Eurodollar Pricing Option, the Borrower will pay the accrued
and unpaid interest on the portion of such Loan which was subject to the
Eurodollar Pricing Option which expired or terminated on such date. On the Final
Maturity Date or the earlier accelerated maturity of any Loan, the Borrower will
pay all accrued and unpaid interest on such Loan, including any accrued and
unpaid interest on any portion of such Loan which is subject to a Eurodollar
Pricing Option. Upon the occurrence and during the continuance of an Event of
Default, the Banks may require accrued interest to be payable on demand or at
regular intervals more frequent than each Payment Date. All payments of interest
hereunder shall be made to the Administrative Agent, for the account of each
Bank in accordance with such Bank's Percentage Interest.

         3.2      Eurodollar Pricing Options.

                  3.2.1    Election of Eurodollar Pricing Options. Subject to
         all of the terms and conditions hereof and so long as no Default
         exists, the Borrower may from time to time, by irrevocable notice to
         the Administrative Agent, actually received not less than two (2)

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<PAGE>

         Banking Days prior to the commencement of the Eurodollar Interest
         Period selected in such notice, elect to have such portion of a Loan as
         the Borrower may specify in such notice accrue and bear interest during
         the Eurodollar Interest Period so selected at the Applicable Rate
         computed on the basis of the Eurodollar Rate. No such election shall
         become effective:

                           (i)      if, prior to the commencement of any such
                  Eurodollar Interest Period, the Administrative Agent
                  determines that (i) the electing or granting of the Eurodollar
                  Pricing Option in question would violate a Bank Legal
                  Requirement, (ii) Eurodollar deposits in an amount comparable
                  to the principal amount of the Loan as to which such
                  Eurodollar Pricing Option has been elected and which have a
                  term corresponding to the proposed Eurodollar Interest Period
                  are not readily available in the inter-bank Eurodollar market,
                  or (iii) by reason of circumstances affecting the inter-bank
                  Eurodollar market, adequate and reasonable methods do not
                  exist for ascertaining the interest rate applicable to such
                  deposits for the proposed Eurodollar Interest Period; or

                           (ii)     if any Bank shall have advised the
                  Administrative Agent, by telephone or otherwise at or prior to
                  noon (Tulsa, Oklahoma time) on the Banking Day immediately
                  prior to the commencement of such proposed Eurodollar Interest
                  Period (and shall have subsequently confirmed in writing)
                  that, after reasonable efforts to determine the availability
                  of such Eurodollar deposits, such Bank reasonably anticipates
                  that Eurodollar deposits in an amount equal to the Percentage
                  Interest of such Bank in the portion of such Loan as to which
                  such Eurodollar Pricing Option has been elected and which have
                  a term corresponding to the Eurodollar Interest Period in
                  question will not be offered in the Eurodollar market to such
                  Bank at a rate of interest that does not exceed the
                  anticipated Eurodollar Basic Rate.

                  3.2.2    Notice to Banks and Borrower. The Administrative
         Agent, will promptly inform each Bank (by telephone or otherwise) of
         each notice received by it from the Borrower pursuant to Section 3.2.1
         and of the Eurodollar Interest Period specified in such notice. Upon
         determination by the Administrative Agent of the Eurodollar Rate for
         such Eurodollar Interest Period or in the event such election shall not
         become effective, the Administrative Agent, will promptly notify the
         Borrower and each Bank (by telephone or otherwise) of the Eurodollar
         Rate so determined or why such election did not become effective, as
         the case may be.

                  3.2.3    Selection of Eurodollar Interest Periods. Eurodollar
         Interest Periods shall be selected so that:

                           (i)      the minimum portion of a Loan subject to any
                  Eurodollar Pricing Option shall be $1,000,000 and in integral
                  multiple of $100,000 in excess thereof;

                           (ii)     no more than a total of fifteen (15)
                  Eurodollar Pricing Options shall be outstanding at any one
                  time with respect to the Loans;

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<PAGE>

                           (iii)    no Eurodollar Interest Period with respect
                  to any part of a Loan subject to a Eurodollar Pricing Option
                  shall expire later than its applicable Final Maturity Date.

                  3.2.4    Additional Interest. If any portion of a Loan subject
         to a Eurodollar Pricing Option is repaid, or any Eurodollar Pricing
         Option is terminated for any reason (including acceleration of
         maturity), on a date which is prior to the last Banking Day of the
         Eurodollar Interest Period applicable to such Eurodollar Pricing
         Option, the Borrower will pay to the Administrative Agent, for the
         account of each Bank in accordance with such Bank's Percentage
         Interest, in addition to any amounts of interest otherwise payable
         hereunder, an amount equal to the present value (calculated in
         accordance with this Section 3.2.4) of interest for the unexpired
         portion of such Eurodollar Interest Period on the portion of such Loan
         so repaid, or as to which a Eurodollar Pricing Option was so
         terminated, at a per annum rate equal to the excess, if any, of (a) the
         rate applicable to such Eurodollar Pricing Option minus, (b) the lowest
         rate of interest obtainable by the Administrative Agent upon the
         purchase of debt securities customarily issued by the Treasury of the
         United States of America which have a maturity date approximating the
         last Banking Day of such Eurodollar Interest Period. The present value
         of such additional interest shall be calculated by discounting the
         amount of such interest for each day in the unexpired portion of such
         Eurodollar Interest Period from such day to the date of such repayment
         or termination at a per annum interest rate equal to the interest rate
         determined pursuant to clause (b) of the preceding sentence, and by
         adding all such amounts for all such days during such period. The
         determination by the Administrative Agent of such amount of interest
         shall, in the absence of manifest error, be conclusive. For purposes of
         this Section 3.2.4, if any portion of a Loan which was to have been
         subject to a Eurodollar Pricing Option is not outstanding on the first
         day of the Eurodollar Interest Period applicable to such Eurodollar
         Pricing Option other than for reasons described in Section 3.2.1, the
         Borrower shall be deemed to have terminated such Eurodollar Pricing
         Option.

                  3.2.5    Violation of Bank Legal Requirements. If any Bank
         Legal Requirement shall prevent any Bank from funding or maintaining
         through the purchase of deposits in the interbank Eurodollar market any
         portion of a Loan subject to a Eurodollar Pricing Option or otherwise
         from giving effect to such Bank's obligations as contemplated by
         Section 3.2, (a) the Administrative Agent, may by notice to the
         Borrower terminate all of the affected Eurodollar Pricing Options, (b)
         the portion of such Loan subject to such terminated Eurodollar Pricing
         Options shall immediately bear interest thereafter at the Applicable
         Rate computed on the basis of the Base Rate and (c) the Borrower shall
         make any payment required by Section 3.2.4.

                  3.2.6    Funding Procedure. The Banks may fund any portion of
         a Loan subject to a Eurodollar Pricing Option out of any funds
         available to the Banks. Regardless of the source of the funds actually
         used by any of the Banks to fund any portion of such Loan subject to a
         Eurodollar Pricing Option, however, all amounts

                                       38

<PAGE>

         payable hereunder, including the interest rate applicable to any such
         portion of the Loan and the amounts payable under Sections 3.2.4, 3.5,
         3.6, 3.7 and 3.8, shall be computed as if each Bank had actually funded
         such Bank's Percentage Interest in such portion of such Loan through
         the purchase of deposits in such amount of the type by which the
         Eurodollar Basic Rate was determined with a maturity the same as the
         applicable Eurodollar Interest Period relating thereto and through the
         transfer of such deposits from an office of the Bank having the same
         location as the applicable Eurodollar Office to one of such Bank's
         offices in the United States of America.

         3.3      Commitment Fees.

                  3.3.1    Acquisition Financing Facility. In consideration of
         the Banks' Commitments to make the extensions of credit provided for in
         Section 2.1, while such commitments are outstanding, the Borrower will
         pay to the Administrative Agent, for the account of the Banks in
         accordance with the Banks' respective Percentage Interests, within five
         (5) Banking Days following the end of each fiscal quarter of the
         Borrower, an amount equal to interest computed at the rate per annum
         equal to the Applicable Commitment Fee Percentage multiplied by the
         amount by which (a) the average daily Maximum Amount of Acquisition
         Credit during the Margin Period or portion thereof ending on the last
         day of such fiscal quarter exceeded (b) the average daily Acquisition
         Loan during such Margin Period or portion thereof.

                  3.3.2    Working Capital Facility. In consideration of the
         Banks' commitments to make the extension of credit provided for in
         Section 2.2 while such commitments are outstanding, the Borrower will
         pay to the Administrative Agent, for the account of the Banks in
         accordance with the Banks' respective Percentage Interests, within five
         (5) Banking Days following the end of each fiscal quarter of the
         Borrower and on the Final Maturity Date with respect to the Working
         Capital Loan, an amount equal to interest computed at the rate per
         annum equal to the Applicable Commitment Fee Percentage multiplied by
         the amount by which (a) the average daily Maximum Amount of Working
         Capital Credit during the Margin Period or portion thereof ending on
         the last day of such fiscal quarter or Final Maturity Date exceeded (b)
         the average daily Working Capital Loan during such Margin Period or
         portion thereof.

         3.4      Letter of Credit Fees. The Borrower will pay to the
Administrative Agent, for the account of each of the Banks (including any Letter
of Credit Issuer), in accordance with the Banks' respective Percentage
Interests, on the last day of each Margin Period, a Letter of Credit fee equal
to the Applicable Margin for Eurodollar Loans in effect for such Margin Period
on the average daily Letter of Credit Exposure during such Margin Period;
together with an additional fee equal to 1/8% per annum on the Letter of Credit
Exposure shall be paid solely to the respective Letter of Credit Issuer. The
Borrower also will pay to each Letter of Credit Issuer customary service charges
and expenses for its services in connection with the Letters of Credit issued by
it at the times and in the amounts from time to time in effect in accordance
with its general rate structure, including fees and expenses relating to
issuance, amendment, negotiation, cancellation and similar operations.

                                       39

<PAGE>

         3.5      Reserve Requirements. If any Bank Legal Requirement shall (a)
impose, modify, increase or deem applicable any insurance assessment, reserve,
special deposit or similar requirement against any Funding Liability or the
Letters of Credit, (b) impose, modify, increase or deem applicable any other
requirement or condition with respect to any Funding Liability or the Letters of
Credit, or (c) change the basis of taxation of Funding Liabilities or payments
in respect of any Letter of Credit (other than changes in the rate of taxes
measured by the overall net income of such Bank) and the effect of any of the
foregoing shall be to increase the cost to any Bank of issuing, making, funding
or maintaining its respective Percentage Interest in any portion of a Loan
subject to a Eurodollar Pricing Option or any Letter of Credit, to reduce the
amounts received or receivable by such Bank under this Agreement or to require
such Bank to make any payment or forego any amounts otherwise payable to such
Bank under this Agreement, then, within 15 days after the receipt by the
Borrower of a certificate from such Bank setting forth why it is claiming
compensation under this Section 3.5 and computations (in reasonable detail) of
the amount thereof, the Borrower shall pay to the Administrative Agent, for the
account of such Bank such additional amounts as are specified by such Bank in
such certificate as sufficient to compensate such Bank for such increased cost
or such reduction, together with interest at the Overdue Reimbursement Rate on
such amount from the 15th day after receipt of such certificate until payment in
full thereof; provided, however, that the foregoing provisions shall not apply
to any Tax or to any reserves which are included in computing the Eurodollar
Reserve Rate. The determination by such Bank of the amount of such costs shall,
in the absence of manifest error, be conclusive.

         3.6      Taxes. All payments of the Credit Obligations shall be made
without set-off or counterclaim and free and clear of any deductions, including
deductions for Taxes, unless the Borrower is required by law to make such
deductions. If (a) any Bank shall be subject to any Tax with respect to any
payment of the Credit Obligations or its obligations hereunder or (b) the
Borrower shall be required to withhold or deduct any Tax on any payment on the
Credit Obligations, within 15 days after the receipt by the Borrower of a
certificate from such Bank setting forth why it is claiming compensation under
this Section 3.6 and computations (in reasonable detail) of the amount thereof,
the Borrower shall pay to the Administrative Agent, for such Bank's account such
additional amount as is necessary to enable such Bank to receive the amount of
Tax so imposed on the Bank's obligations hereunder or the full amount of all
payments which it would have received on the Credit Obligations (including
amounts required to be paid under Sections 3.5, 3.7, 3.8 and this Section 3.6)
in the absence of such Tax, as the case may be, together with interest at the
Overdue Reimbursement Rate on such amount from the 15th day after receipt of
such certificate until payment in full thereof. Whenever Taxes must be withheld
by the Borrower with respect to any payments of the Credit Obligations, the
Borrower shall promptly furnish to the Administrative Agent for the account of
the applicable Bank official receipts (to the extent that the relevant
governmental authority delivers such receipts) evidencing payment of any such
Taxes so withheld. If the Borrower fails to pay any such Taxes when due or fails
to remit to the Administrative Agent, for the account of the applicable Bank the
required receipts evidencing payment of any such Taxes so withheld or deducted,
the Borrower shall indemnify the affected Bank for any incremental Taxes and
interest or penalties that may become payable by such Bank as a result of any
such failure. The determination by such Bank of the amount of such Tax and the
basis therefor shall, in the absence of manifest error, be conclusive. The
Borrower shall be entitled to replace any such Bank in accordance with Section
11.3.

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<PAGE>

         3.7      Capital Adequacy. If any Bank shall determine that compliance
by such Bank with any Bank Legal Requirement regarding capital adequacy of banks
or bank holding companies has or would have the effect of reducing the rate of
return on the capital of such Bank and its Affiliates as a consequence of such
Bank's commitment to make the extensions of credit contemplated hereby, or such
Bank's maintenance of the extensions of credit contemplated hereby, to a level
below that which such Bank could have achieved but for such compliance (taking
into consideration the policies of such Bank and its Affiliates with respect to
capital adequacy immediately before such compliance and assuming that the
capital of such Bank and its Affiliates was fully utilized prior to such
compliance) by an amount deemed by such Bank to be material, then, within 15
days after the receipt by the Borrower of a certificate from such Bank setting
forth why it is claiming compensation under this Section 3.7 and computations
(in reasonable detail) of the amount thereof, the Borrower shall pay to the
Administrative Agent, for the account of such Bank such additional amounts as
shall be sufficient to compensate such Bank for such reduced return, together
with interest at the Overdue Reimbursement Rate on each such amount from the
15th day after receipt of such certificate until payment in full thereof. The
determination by such Bank of the amount to be paid to it and the basis for
computation thereof shall, in the absence of manifest error, be conclusive. In
determining such amount, such Bank may use any reasonable averaging, allocation
and attribution methods. The Borrower shall be entitled to replace any such Bank
in accordance with Section 11.3.

         3.8      Regulatory Changes. If any Bank shall determine that (a) any
change in any Bank Legal Requirement (including any new Bank Legal Requirement)
after the date hereof shall directly or indirectly (i) reduce the amount of any
sum received or receivable by such Bank with respect to a Loan or the Letters of
Credit or the return to be earned by such Bank on such Loan or the Letters of
Credit, (ii) impose a cost on such Bank or any Affiliate of such Bank that is
attributable to the making or maintaining of, or such Bank's commitment to make,
its portion of such Loan or the Letters of Credit, or (iii) require such Bank or
any Affiliate of such Bank to make any payment on, or calculated by reference
to, the gross amount of any amount received by such Bank under any Credit
Document, and (b) such reduction, increased cost or payment shall not be fully
compensated for by an adjustment in the Applicable Rate or the Letter of Credit
fees, then, within 15 days after the receipt by the Borrower of a certificate
from such Bank setting forth why it is claiming compensation under this Section
3.8 and computations (in reasonable detail) of the amount thereof, the Borrower
shall pay to such Bank such additional amounts as such Bank determines will,
together with any adjustment in the Applicable Rate, fully compensate for such
reduction, increased cost or payment, together with interest on such amount from
the 15th day after receipt of such certificate until payment in full thereof at
the Overdue Reimbursement Rate. The determination by such Bank of the amount to
be paid to it and the basis for computation thereof hereunder shall, in the
absence of manifest error, be conclusive. In determining such amount, such Bank
may use any reasonable averaging and attribution methods.

         3.9      Computations of Interest and Fees. For purposes of this
Agreement, interest, commitment fees and Letter of Credit fees (and any other
amount expressed as interest or such fees) shall be computed on the basis of a
360-day year for actual days elapsed. If any payment required by this Agreement
becomes due on any day that is not a Banking Day, such payment shall, except as
otherwise provided in the Eurodollar Interest Period, be made on the next

                                       41

<PAGE>

succeeding Banking Day. If the due date for any payment of principal is extended
as a result of the immediately preceding sentence, interest shall be payable for
the time during which payment is extended at the Applicable Rate, and any letter
of credit fees payable pursuant to Section 3.4 shall be payable for the full
number of days such applicable Letter of Credit is outstanding.

         3.10     Loan Fees. Concurrent with the Closing Date, the Borrower
shall pay to each Bank in immediately available funds a non-refundable and fully
earned loan fee in an amount equal to 0.35% (35 basis points) of the aggregate
amount of each such Bank's Commitments issued pursuant to this Agreement.

         3.11     Administrative Agent's Fees. The Borrower shall pay to the
Administrative Agent, for the Administrative Agent's own account, an annual fee
in the amount of $25,000, payable quarterly (in the amount of $6,250) in arrears
following the close of each calendar quarter by the Administrative Agent's debit
to Borrower's operating account, concerning which quarterly debit therefrom
Borrower hereby authorizes the Administrative Agent to automatically effect
without the necessity of any further or other approval from the Borrower.

                                   ARTICLE IV

                                     PAYMENT

         4.1      Payment at Maturity. On the Final Maturity Date with respect
to each tranche or any accelerated maturity of such Loan, the Borrower will pay
to the Administrative Agent, for the account of the Banks an amount equal to the
remaining aggregate principal amount of such Tranche then outstanding, together
with all accrued and unpaid interest thereon and all other Credit Obligations
then outstanding.

         4.2      Contingent Required Prepayments.

                  4.2.1    Excess Credit Exposure. If at any time the
         Acquisition Loan or the Working Capital Loan exceeds the limit set
         forth in Section 2.1.2 or 2.2.2, respectively, the Borrower shall
         within three Banking Days pay the amount of such excess to the
         Administrative Agent, for the account of the Banks.

                  4.2.2    Letter of Credit Exposure. If at any time the Letter
         of Credit Exposure exceeds the limit set forth in Section 2.3.1, the
         Borrower shall cash-collateralize such excess within three (3) Banking
         Days by paying the amount of such excess to the Administrative Agent,
         for the account of the Banks to be applied as provided in Section 4.5.

                  4.2.3    Contingent Prepayments on Disposition, Loss of
         Assets, Merger or Change of Control.

                           (i)      If at any time the Borrower or any of its
                  Subsidiaries disposes of assets or issues or sells Capital
                  Stock of any Subsidiary with the result that there are Excess
                  Sale

                                       42

<PAGE>

                  Proceeds, and the Borrower does not apply such Excess Sale
                  Proceeds in the manner described in Section
                  7B.7(iii)(c)(ii)(x), the Borrower will prepay (at the price of
                  the principal amount prepaid plus accrued interest thereon and
                  any amount owing with respect thereto under Section 3.2.4 and
                  upon notice as provided in Section 4.2.4) a principal amount
                  of the outstanding Acquisition Notes equal to the Allocable
                  Proceeds.

                           (ii)     In the event of any damage to, or
                  destruction, condemnation or other taking of, all or any
                  portion of the properties or assets of the Borrower or any of
                  its Subsidiaries, to the extent that the Borrower or any such
                  Subsidiary receives insurance or condemnation proceeds with
                  the result that Unutilized Taking Proceeds exceed $2,500,000
                  in respect of any fiscal year (such excess amount being herein
                  called "Excess Taking Proceeds"), the Borrower will prepay (at
                  the price of the principal amount prepaid plus accrued
                  interest thereon and any amount owing with respect thereto
                  under Section 3.2.4 and upon notice as provided in Section
                  4.2.4) a principal amount of the outstanding Acquisition Notes
                  equal to the Allocable Proceeds.

                           (iii)    (a) If at any time any Responsible Officer
                  has knowledge of the occurrence of any Control Event, the
                  Borrower will give notice as provided in Section 4.4 of such
                  Control Event to the Administrative Agent. Upon the occurrence
                  of a Control Event, the Borrower will not take any voluntary
                  action that consummates or finalizes the Control Event
                  resulting from such Control Event unless contemporaneously
                  with such action, the Borrower prepays all Notes in accordance
                  with this Section 4.2.3(iii) and upon notice as provided in
                  Section 4.2.4 at the price of the principal amount thereof
                  plus accrued interest thereon and any amount owing with
                  respect thereto under Section 3.2.4.

                           (b)      The obligation of the Borrower to prepay
                  Acquisition Notes pursuant to the offer required by paragraph
                  (a) of this clause (iii) and accepted in accordance with
                  Section 4.2.4 is subject to the consummation of the Control
                  Event in respect of which any such offer and acceptance shall
                  have been made. In the event that such Control Event does not
                  occur on or before the proposed prepayment date in respect
                  thereof, the prepayment shall be deferred until and shall be
                  made on the date on which such Control Event occurs. The
                  Borrower shall keep the Administrative Agent reasonably and
                  timely informed of (i) any such deferral of the date of
                  prepayment, (ii) the date on which such Control Event and the
                  prepayment are expected to occur, and (iii) any determination
                  by the Borrower that efforts to effect such resulting Control
                  Event have ceased or been abandoned (in which case the
                  Borrower shall have no further obligation hereunder to prepay
                  the Acquisition Notes in respect of such Control Event).

                  4.2.4    Prepayment Procedure for Contingent Prepayments.

                           (i)      If at any time there are unapplied Excess
                  Sale Proceeds or Excess Taking Proceeds (such unapplied
                  amounts being "Excess Proceeds"), and the Borrower is required
                  to prepay the Acquisition Notes with such Excess Proceeds

                                       43
<PAGE>

                  pursuant to clause (i) or (ii) of Section 4.2.3, the Borrower
                  will give written notice as provided in Section 12.1 (which
                  shall be in the form of an Officers' Certificate) to the Banks
                  not later than twelve months after the date of the applicable
                  Asset Sale or the end of the twelve month period following
                  receipt of the applicable Unutilized Taking Proceeds, as the
                  case may be, and (a) setting forth in reasonable detail all
                  calculations required to determine the amount of Excess
                  Proceeds, (b) setting forth the aggregate amount of the
                  Allocable Proceeds and the amount of the Allocable Proceeds
                  which is allocable to each Acquisition Note, determined by
                  applying the Allocable Proceeds pro rata among all Acquisition
                  Notes outstanding on the date such prepayment is to be made
                  according to the aggregate then unpaid amounts of the
                  Acquisition Notes, and in reasonable detail the calculations
                  used in determining such amounts, and (c) stating that the
                  Borrower will prepay on the date specified in such notice,
                  which shall not be less than 25 nor more than 45 days after
                  the date of such notice, a principal amount of each
                  outstanding Acquisition Note equal to the amount of Allocable
                  Proceeds allocated to such Acquisition Note as described in
                  clause (b) above.

                           (ii)     If at any time the Borrower is required to
                  prepay the Notes following the occurrence of a Control Event,
                  the Borrower will give written notice as provided in Section
                  12.1 (which shall be in the form of an Officer's Certificate)
                  to the Banks not later than five Business Days following such
                  Control Event, (a) setting forth in reasonable detail the
                  facts and circumstances underlying such Control Event known to
                  it, and (b) stating that the Borrower will prepay on the date
                  the Control Event occurs.

         4.3      Scheduled Required Payments.

                  4.3.1    Acquisition Loan. On the Final Maturity Date, the
         Borrower shall pay all outstanding principal of the Acquisition Loan.

                  4.3.2    Working Capital Loan. The Borrower shall (i) prepay
         the Working Capital Loan when necessary to comply with the Annual
         Clean-Up requirement set forth in Section 2.2.2, and (ii) on the Final
         Maturity Date, pay all outstanding principal of the Working Capital
         Loan.

         4.4      Voluntary Prepayments. In addition to the prepayments required
by Sections 4.2 and 4.3, the Borrower may from time to time prepay all or any
portion of the Loans (in a minimum amount of $50,000 and an integral multiple of
$50,000), without premium or penalty of any type (except as provided in Section
3.2.4 with respect to the early termination of Eurodollar Pricing Options). The
Borrower shall give the Administrative Agent at least one Banking Day prior
notice of its intention to prepay, specifying the date of payment, the total
amount of the Loans to be paid on such date and the amount of interest to be
paid with such prepayment.

                                       44
<PAGE>

         4.5      Letters of Credit. If at the time of any Event of Default or
on the stated or any accelerated maturity of the Credit Obligations the Banks
shall be obligated in respect of a Letter of Credit or a draft accepted under a
Letter of Credit, the Borrower immediately will either:

                  (a)      prepay such obligation by depositing with the
         Administrative Agent, an amount of cash sufficient to
         cash-collateralize such Letter of Credit Exposure, or

                  (b)      deliver to the Administrative Agent, a standby letter
         of credit (designating such Administrative Agent as beneficiary and
         issued by a bank and on terms reasonably acceptable to such
         Administrative Agent),

in each case in an amount equal to the portion of the then Letter of Credit
Exposure issued for the account of the Borrower. Any such cash so deposited and
the cash proceeds of any draw under any standby letter of credit so furnished,
including any interest thereon, shall be returned by such Administrative Agent
to the Borrower only when, and to the extent that, the amount of such cash held
by such Administrative Agent exceeds the Letter of Credit Exposure at a time
when no Default exists; provided, however, that if an Event of Default occurs
and the Credit Obligations become or are declared immediately due and payable,
such Administrative Agent may apply such cash, including any interest thereon,
to the payment of any of the Credit Obligations as provided in the Intercreditor
Agreement.

         4.6      Reborrowing Application of Payments.

                  4.6.1    Reborrowing. The amounts of the Acquisition Loan and
         the Working Capital Loan prepaid pursuant to Section 4.2.1, 4.3.2 or
         4.4 may be reborrowed from time to time, in the case of the Acquisition
         Loan in accordance with Section 2.1 and in the case of the Working
         Capital Loan prior to its Final Maturity Date, in accordance with
         Section 2.2 and subject to the limits set forth therein.

                  4.6.2    Order of Application. Each prepayment of the Loan
         made pursuant to Section 4.2.1 shall be applied to the Working Capital
         Loan or the Acquisition Loan, as appropriate. Each prepayment of the
         Loan made pursuant to Section 4.2.3(i) or (ii) shall be applied to the
         Acquisition Loan. Any amounts of the Acquisition Loan prepaid pursuant
         to the preceding sentence may not be reborrowed.

                  4.6.3    Payment with Accrued Interest. Upon all prepayments
         of a Loan, the Borrower shall pay to the Administrative Agent, the
         principal amount to be prepaid, together with unpaid interest in
         respect thereof accrued to the date of prepayment and any amount owing
         with respect thereto under Section 3.2.4. Notice of prepayment having
         been given in accordance with Section 4.4, and whether or not notice is
         given of prepayments pursuant to Sections 4.2 and 4.3, the amount
         specified to be prepaid shall become due and payable on the date
         specified for prepayment.

                  4.6.4    Payments for Banks. All payments of principal
         hereunder shall be made to the Administrative Agent, for the account of
         the Banks in accordance with the Banks' respective Percentage
         Interests.

                                       45
<PAGE>

                                    ARTICLE V

                                    SECURITY

         5.1      Collateral. The repayment of the Indebtedness shall be secured
by the Collateral as more particularly described and defined in the Security
Documents previously executed and delivered pursuant to the terms, provisions
and conditions of the Existing Credit Agreement, the Liens and priorities
thereof which shall continue in full force and effect without any interruption
thereof whatsoever subject to the Intercreditor Agreement.

         The Borrower hereby acknowledges that all of the Collateral is granted
as security for the repayment of all Obligations, including as evidenced by the
Notes, the Private Placement Notes and the notes, if any, evidencing other
Parity Debt. The Liens granted, created and perfected (including the priorities
thereof subject to the Intercreditor Agreement) by virtue of the Existing Credit
Agreement and the Security Documents therein described and defined are hereby
ratified, confirmed and continued without interruption and re-granted by the
Borrower in favor of the Collateral Agent in all respects as continuing security
for the Obligations, including as evidenced by the Notes, the Private Placement
Notes and the notes, if any, evidencing other Parity Debt subject to the terms
and provisions of the Intercreditor Agreement. If one or more of such Notes,
Private Placement Notes or other Parity Debt notes are paid in full or
satisfied, but any portion of the Indebtedness evidenced by such note remains
unsatisfied, the Collateral Agent may retain its security interest in all of the
Collateral on behalf of the Secured Parties described therein until the
remaining Indebtedness secured thereby is paid in full, even if the value of the
Collateral far exceeds the amount of such outstanding Indebtedness secured
thereby.

         5.2      Intercreditor Agreement. The Banks and the Co-Agent hereby
authorize the Administrative Agent to execute and deliver such supplements,
amendments or modifications to the Intercreditor Agreement to the Collateral
Agent. Borrower confirms that any setoffs shared under the terms of the
Intercreditor Agreement (including without limitation Section 13(c) thereof)
with the Note Purchaser of the Private Placement Notes or the holders of any
Additional Parity Debt, to the extent of the portions so shared, will not be
deemed to pay down the Loan evidenced by the Notes.

                                   ARTICLE VI

                  CONDITIONS PRECEDENT AND SUBSEQUENT TO LOANS

         6.1      Conditions Precedent to Initial Working Capital Loan and
Initial Acquisition Loan. The obligation of the Banks to make the initial
Working Capital Loan and the initial Acquisition Loan is subject to the
satisfaction of all of the following conditions on or prior to the Closing Date
(in addition to the other terms and conditions set forth herein):

                  (i)      No Default. There shall exist no Event of Default,
         Noncompliance Event or Default on the Closing Date.

                                       46
<PAGE>

                  (ii)     Representations and Warranties. The representations,
         warranties and covenants set forth in Article VIII shall be true and
         correct on and as of the Closing Date, with the same effect as though
         made on and as of the Closing Date unless such representation or
         warranty relates only to an earlier date.

                  (iii)    Certificates. The Borrower shall have delivered or
         caused to be delivered to the Administrative Agent Certificates, dated
         as of the Closing Date, and signed by the President or Vice President
         and the Secretary of USPLLC and the General Partner, respectively,
         certifying (a) to the matters covered by the conditions specified in
         subsections (i) and (ii) of this Section 6.1, (b) that the Borrower and
         the Master Partnership have performed and complied with all agreements
         and conditions required to be performed or complied with by them prior
         to or on the Closing Date, (c) to the name and signature of each
         officer of USPLLC and the General Partner, respectively, authorized to
         execute and deliver the Loan Documents for and on behalf of the
         Borrower and any other documents, certificates or writings and to
         borrow under this Agreement, and (iv) to such other matters in
         connection with this Agreement which the Banks shall determine to be
         advisable. The Banks may conclusively rely on such Certificates until
         Agent receives notice in writing to the contrary.

                  (iv)     Proceedings. On or before the Closing Date, all
         partnership proceedings of the Borrower shall be taken in connection
         with the transactions contemplated by the Loan Documents and shall be
         satisfactory in form and substance to the Banks and Administrative
         Agent's counsel; and the Agents shall have received certified copies,
         in form and substance satisfactory to the Banks and Agents' counsel, of
         the partnership agreements and certificates of the Borrower and the
         Certificate of Limited Partnership Agreement of the General Partner and
         the Articles of Organization/Certificate of Formation and Operating
         Agreement of USPLLC, as adopted, authorizing the execution and delivery
         of the Loan Documents, the borrowings under this Agreement, and the
         ratification, confirmation and regranting of the security interests in
         the Collateral pursuant to the Security Agreement, to secure the
         payment of the Indebtedness.

                  (v)      Notes. The Borrower shall have delivered the Notes
         payable to the order of the respective Banks, to the Administrative
         Agent, in each case appropriately executed.

                  (vi)     Security Agreement. The Borrower shall have ratified
         and confirmed its delivery to the Collateral Agent of such supplement
         to amendment or restatement of the Security Agreement executed in
         connection with the Existing Credit Agreement, appropriately executed
         by the Borrower and Heritage, and dated as of the Closing Date,
         together with such financing statements (UCC or otherwise)
         (collectively, the "Financing Statements"), and other documents as
         shall be necessary and appropriate to continue the perfection of the
         Collateral Agent's security interests in the Collateral covered by said
         Security Agreement, including, without limitation, the Security
         Agreement, and such certificates representing shares of Capital Stock
         included in the Collateral and proper stock powers with respect thereto
         duly endorsed in blank (collectively, the "Certificates and Stock
         Powers").

                                       47
<PAGE>

                  (vii)    Opinions. The Agents shall have received from
         Borrower's counsel, (i) Doerner, Saunders, Daniel & Anderson, L.L.P., a
         favorable written closing opinion addressed to the Agents for the
         benefit of the Banks with respect to this Agreement, satisfactory in
         form and substance to the Administrative Agent's counsel including,
         without limitation, an opinion that all notices to or consents of the
         Collateral Agent or the Note Purchasers as required by the transactions
         contemplated by this Agreement have been duly obtained and are in full
         force and effect and (ii) a copy of the executed non-consolidation
         opinion of Winston & Strawn, L.L.P., addressed to the Note Purchasers
         listed on Schedule A attached thereto.

                  (viii)   UCC Releases/Other Information. The Administrative
         Agent shall have received a written payoff statement from any other
         secured party of record concerning any of the Collateral together with
         applicable UCC terminations of record of all such existing security
         interest liens pertaining to the Collateral or any part thereof.

                  (ix)     Other Information and Closing Documents. The
         Administrative Agent shall have received such other consents,
         information, documents, agreements and assurances as shall be
         reasonably requested by the Banks, including, without limitation,
         appropriate consents and approvals to the issuance of the Notes and the
         Commitments and the Intercreditor Agreement, as amended and modified,
         shall have been duly executed by all parties thereto and delivered to
         the Collateral Agent.

                  (x)      Assignments/Replacement of Banks. Each Departing Bank
         shall have surrendered its Notes to BOk, as Administrative Agent, and
         each of Bank One, Fifth Third, MidFirst and Arvest (as Banks not party
         signatories to the Existing Credit Agreement) and as applicable, the
         other Banks, shall have paid to such Administrative Agent in
         immediately available funds an amount equal to their respective
         Percentage Interest in the outstanding principal balance of such
         Departing Bank of the Loan assigned hereunder thereto by the Departing
         Bank, for concurrent remittance by the Administrative Agent to the
         Departing Bank.

                  (xi)     Co-Agent. U.S. Bank shall have submitted the
         resignation as Co-Agent and Bank One shall be named successor Co-Agent.

         6.2      Conditions Precedent to All Loans. The Banks shall not be
obligated to make any additional Loan advance(s) or to issue any Letters of
Credit after the Closing Date (i) if at such time any Event of Default or any
Noncompliance Event shall have occurred or any Default shall have occurred and
be continuing; or (ii) if any of the representations, warranties and covenants
contained in Article VIII of this Agreement shall be false or untrue in any
material respect on the date of such advance or issue, as if made on such date
(unless such representation or warranty relates only to an earlier date). Each
request by the Borrower for an additional Working Capital Loan or Acquisition
Loan shall constitute a representation by the Borrower that there is not at the
time of such request an Event of Default, a Noncompliance Event or a Default,
and that all representations, warranties and covenants in Article VIII of this
Agreement are true and correct on and as of the date of each such applicable
Loan request or request for a Letter of Credit.

                                       48
<PAGE>

                                   ARTICLE VII

                                    COVENANTS

         The Borrower hereby covenants and agrees with the Banks that, comply
with the terms and provisions of this Article VII.

         7A.      Affirmative Covenants.

                  7A.1     Financial Statements. The Borrower will maintain, and
         will cause each of its Subsidiaries to maintain, a system of accounting
         established and administered in accordance with GAAP. The Borrower
         covenants that it will deliver to each Bank:

                           (i)      as soon as practicable and in any event
                  within 50 days after the end of each quarterly period in each
                  fiscal year, (a) consolidated statements of income, partners'
                  capital and cash flows of the Borrower and its Subsidiaries
                  for such quarterly period and (in the case of the second,
                  third and fourth quarterly periods) for the period from the
                  beginning of the current fiscal year to the end of such
                  quarterly period, and consolidated balance sheets of the
                  Borrower and its Subsidiaries as at the end of such quarterly
                  period, setting forth in each case with respect to financial
                  statements delivered as of any date and for any period after
                  the Closing Date, in comparative form figures for the
                  corresponding period in the preceding fiscal year, all in
                  reasonable detail and satisfactory in form to the Required
                  Banks and certified by an authorized financial officer of the
                  Borrower as presenting fairly, in all material respects, the
                  information contained therein (except for the absence of
                  footnotes and subject to changes resulting from normal
                  year-end adjustments), in accordance with GAAP, and (b) a copy
                  of the Quarterly Report on Form 10-Q of the Master Partnership
                  for such quarterly period filed with the Commission;

                           (ii)     as soon as practicable and in any event
                  within 95 days after the end of each fiscal year, (a)
                  consolidated and consolidating statements of income and cash
                  flows and a consolidated and consolidating statement of
                  partners' capital (or stockholders' equity, as applicable) of
                  the Borrower and its Subsidiaries for such year, and
                  consolidated and consolidating balance sheets of the Borrower
                  and its Subsidiaries, as at the end of such year, setting
                  forth in each case with respect to financial statements
                  delivered as of any date and for any period after the Closing
                  Date, in comparative form corresponding consolidated and,
                  where applicable, consolidating figures from the preceding
                  annual audit, all in reasonable detail and, as to the
                  consolidated statements, reported on by Grant Thornton, LLP,
                  or other independent public accountants of recognized national
                  standing selected by the Borrower whose report shall be
                  without limitation as to the scope of the audit, (b)
                  consolidating statements of income and cash flows and a
                  consolidating statement of partners' capital (or stockholder
                  equity, as applicable) of the Master Partnership and its
                  Subsidiaries for such year and consolidated balance sheets of
                  the Master

                                       49
<PAGE>

                  Partnership and its Subsidiaries, as at the end of such year,
                  setting forth in each case, in comparative form corresponding
                  consolidated figures from the preceding annual audit, all in
                  reasonable detail and reported on by Grant Thornton LLP, or
                  other independent public accountants of recognized national
                  standing selected by the Master Partnership whose report shall
                  be without limitation as to the scope of the audit (provided
                  that such report shall not include within the scope of the
                  audit the consolidating statements required by clause (c));
                  provided, however, that at any time when the Master
                  Partnership shall be subject to the reporting requirements of
                  Section 13 or 15(d) of the Exchange Act, delivery within the
                  time period specified above of copies of the Annual Report on
                  Form 10-K of the Master Partnership for such fiscal year
                  prepared in compliance with the requirements therefor and
                  filed with the Commission shall be deemed to satisfy the
                  requirements of this clause (b) if all such statements
                  required to be delivered pursuant to this clause (b) with
                  respect to the Master Partnership and its Subsidiaries are
                  included in such Form 10-K, or (c) consolidating statements of
                  income and cash flows and a consolidating statement of
                  partners' capital (or stockholders' equity, as applicable) of
                  the Master Partnership and its Subsidiaries for such year,
                  certified by an authorized financial officer of the Master
                  Partnership as presenting fairly, in all material respects,
                  the information contained therein, in accordance with GAAP
                  (except for the absence of footnotes); provided, however, that
                  at any time when the Master Partnership shall be subject to
                  the reporting requirements of Section 13 or 15(d) of the
                  Exchange Act delivery within the time period specified above
                  of copies of the Annual Report on Form 10-K of the Master
                  Partnership for such fiscal year prepared in compliance with
                  the requirements therefor and filed with the Commission shall
                  be deemed to satisfy the requirements of this clause (c) if
                  all such statements required to be delivered pursuant to this
                  clause (c) with respect to the Master Partnership and its
                  Subsidiaries are included in such Form 10-K and such reports
                  are delivered separately by the Borrower together with such
                  Form 10-K and such reports;

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

                           (iv)     promptly upon transmission thereof, copies
                  of (a) all financial statements, proxy statements, notices and
                  reports as the Borrower or the Master Partnership shall send
                  or make available to the public Unitholders of the Master
                  Partnership, (b) all registration statements (without
                  exhibits), all prospectuses and all reports which the Borrower
                  or the Master Partnership files with the Commission (or any
                  governmental body or agency succeeding to the functions of the
                  Commission), (c) all press releases and other similar written
                  statements made available by the Borrower or the Master
                  Partnership to the public concerning material developments in
                  the business of the Borrower or the Master Partnership,

                                       50
<PAGE>

                  as the case may be, and (d) all reports, notices and other
                  similar written statements sent or made available by the
                  Borrower or the Master Partnership to any holder of its
                  Indebtedness pursuant to the terms of any agreement, indenture
                  or other instrument evidencing such Indebtedness, including
                  without limitation the Credit Agreement, except to the extent
                  the same substantive information is already being provided
                  pursuant to this Section 7A.1;

                           (v)      as soon as reasonably practicable, and in
                  any event within 5 Business Days after a Responsible Officer
                  obtains knowledge that any Default or Event of Default has
                  occurred, a written statement of such Responsible Officer
                  setting forth details of such Default or Event of Default and
                  the action which the Borrower has taken, is taking and
                  proposes to take with respect thereto;

                           (vi)     as soon as reasonably practicable, and in
                  any event within 5 Business Days after a Responsible Officer
                  obtains knowledge of (a) the occurrence of an adverse
                  development with respect to any litigation or proceeding
                  involving the Borrower or any of its Subsidiaries which in the
                  reasonable judgment of the Borrower could reasonably be
                  expected to have a Material Adverse Effect or (b) the
                  commencement of any litigation or proceeding involving the
                  Borrower or any of its Subsidiaries which in the reasonable
                  judgment of the Borrower could reasonably be expected to have
                  a Material Adverse Effect, a written notice of such
                  Responsible Officer describing in reasonable detail such
                  commencement of, or adverse development with respect to, such
                  litigation or proceeding;

                           (vii)    as soon as possible after, and in any event
                  within 10 Business Days after any Responsible Officer of the
                  Borrower or any ERISA Affiliate knows or has reason to know
                  that, any ERISA Event has occurred or is expected to occur
                  that, alone or together with any other ERISA Events that have
                  occurred, in the opinion of the principal financial officer of
                  the Borrower could reasonably be expected to result in
                  liability of the Borrower in an aggregate amount exceeding
                  $2,000,000, a statement setting forth a detailed description
                  of such ERISA Event and the action, if any, that the Borrower
                  or any ERISA Affiliate has taken, is taking or proposes to
                  take or cause to be taken with respect thereto (together with
                  a copy of any notice, report or other written communication
                  filed with or given to or received from the PBGC, the Internal
                  Revenue Service or the Department of Labor with respect to
                  such event or condition);

                           (viii)   as soon as reasonably practicable, and in
                  any event within five Business Days after a Responsible
                  Officer obtains knowledge of a violation or alleged violation
                  of any Environmental Law or the presence or release of any
                  Hazardous Substance within, on, from, relating to or affecting
                  any property, which in the reasonable judgment of the Borrower
                  could reasonably be expected to have a Material Adverse
                  Effect, notice thereof, and upon request, copies of relevant
                  documentation;

                                       51
<PAGE>

                           (ix)     together with each delivery of financial
                  information pursuant to clause (i) or clause (ii) of this
                  Section 7A.1, a statement setting forth, together with
                  computations in reasonable detail, the amount of Available
                  Cash, Aggregate Available Cash and the Aggregate Partner
                  Obligations, together with a calculation of the Borrower's
                  Percentage of Aggregate Available Cash as of the date of the
                  balance sheet contained therein and the amounts of all Net
                  Proceeds, Excess Sale Proceeds, Unutilized Taking Proceeds and
                  Unused Proceeds Reserves held by the Borrower at the end of
                  the applicable quarterly period or fiscal year, as the case
                  may be;

                           (x)      as soon as reasonably practicable, and in
                  any event within 5 Business Days after a Responsible Officer
                  obtains knowledge that the holder of any Note has given any
                  notice to the Borrower or any Subsidiary thereof or taken any
                  other action with respect to a claimed Default or Event of
                  Default under this Agreement or any other Loan Documents, or
                  that any Person has given any notice to the Borrower or any
                  such Subsidiary or taken any other action with respect to a
                  claimed default or event or condition of the type referred to
                  in [Section 9.1A(iii), Event of Default] a written statement
                  of such Responsible Officer describing such notice or other
                  action in reasonable detail and the action which the Borrower
                  has taken, is taking and proposes to take with respect
                  thereto;

                           (xi)     prior to the Closing Date and within 45 days
                  after the end of each calendar year ending thereafter,
                  commencing with the year ending December 31, 2003, a report
                  prepared by the Borrower or its broker or agent (a) setting
                  forth the insurance maintained pursuant to Section 7A.8, and
                  including, without limitation, the amounts thereof, the names
                  of the insurers and the property, hazards and risks covered
                  thereby, and certifying that all premiums with respect to the
                  policies described in such report then due thereon have been
                  paid and that the same are in full force and effect, (b)
                  setting forth all self-insurance maintained by the Borrower
                  pursuant to Section 7A.8 and (c) certifying that such
                  insurance or self insurance complies with the requirements of
                  such Section 7A.8;

                           (xii)    with reasonable promptness, such other
                  information and data (financial or other) as from time to time
                  may be reasonably requested by any Bank; and

                           (xiii)   as soon as reasonably practicable, and in
                  any event within 5 Business Days after a Responsible Officer
                  obtains knowledge that the holder of any secured indebtedness
                  or other indebtedness has given any notice to La Grange or any
                  Subsidiary thereof or taken any other action with respect to a
                  claimed event of default or condition of the type referred to
                  in Section 9.1(xviii), a written statement of such Responsible
                  Officer describing, to the best knowledge of such Responsible
                  Officer, such notice or other action in reasonable detail and
                  the action which La Grange has taken, is taking and proposes
                  to take with respect thereto.

                                       52
<PAGE>

         Together with each delivery of financial statements required by clauses
         (i) and (ii) above, the Borrower will deliver to each holder of Notes
         an Officers' Certificate (I) stating that the signers have reviewed the
         terms of this Agreement and the other Loan Documents, and have made, or
         caused to be made under their supervision, a review in reasonable
         detail of the transactions and condition of the Borrower and its
         Subsidiaries during the accounting period covered by such financial
         statements, and that no Default or Event of Default has occurred and is
         continuing, or, if any such Default or Event of Default then exists,
         specifying the nature and approximate period of existence thereof and
         what action the Borrower has taken or is taking or proposes to take
         with respect thereto, (II) specifying the amount available at the end
         of such accounting period for Restricted Payments in compliance with
         Section 7B.6 and showing in reasonable detail all calculations required
         in arriving at such amount, (III) demonstrating (with computations in
         reasonable detail) compliance at the end of such accounting period by
         the Borrower and its Subsidiaries with the provisions of Sections 4.6,
         7B.1, 7B.2, 7B.3, 7B.4, 7B.5(v), 7B.7(i)(b), 7B.7(i)(c), 7B.7(iii) and
         7B.12, and (IV) if not specified in the related financial statements
         being delivered pursuant to clauses (i) and (ii) above, specifying the
         aggregate amount of interest paid or accrued by, and aggregate rental
         expenses of, the Borrower and its Subsidiaries, and the aggregate
         amount of depreciation, depletion and amortization charged on the books
         of the Borrower and its Subsidiaries, during the fiscal period covered
         by such financial statements.

                  Together with each delivery of financial statements required
         by clause (ii) above, the Borrower will deliver a certificate of such
         accountants stating that they have reviewed the terms of this Agreement
         and the other Loan Documents and that in making the audit necessary for
         their report on such financial statements, they have obtained no
         knowledge of any Event of Default or Default, or, if they have obtained
         knowledge of any Event of Default or Default, specifying the nature and
         period of existence thereof. Such accountants, however, shall not be
         liable to anyone by reason of their failure to obtain knowledge of any
         Event of Default or Default which would not be disclosed in the course
         of an audit conducted in accordance with generally accepted auditing
         standards.

                  7A.2     Inspection of Property. The Borrower will permit any
         Person designated in writing by the Administrative Agent or the
         Required Lenders, at the Borrower's expense during the continuance of a
         Default or Event of Default and otherwise at such holder's expense, to
         visit and inspect any of the properties of the Borrower and its
         Subsidiaries, to examine the corporate books and financial records of
         the Borrower and its Subsidiaries and make copies thereof or extracts
         therefrom and to discuss the affairs, finances and accounts of any of
         such partnerships or corporations with the principal officers of the
         Borrower and its independent public accountants, all at such reasonable
         times and as often as such holder may reasonably request. The Borrower
         hereby authorizes, and agrees to cause each of its Subsidiaries to
         authorize, its and their independent public accountants to discuss with
         such Person the affairs, finances and accounts of the Borrower and its
         Subsidiaries in accordance with this Section 7A.2.

                  7A.3     Covenant to Secure Notes Equally. If the Borrower or
         any of its Subsidiaries shall create or assume any Lien upon any of its
         property or assets, whether

                                       53
<PAGE>

         now owned or hereafter acquired, other than Liens permitted by the
         provisions of Sections 7B.3 and 7B.4 (unless prior written consent to
         the creation or assumption thereof shall have been obtained pursuant to
         Section 10.6), the Borrower will make or cause to be made effective
         provision whereby the Notes will be contemporaneously secured by such
         Lien equally and ratably with any and all other Indebtedness thereby
         secured so long as any such other Indebtedness shall be so secured
         (including, without limitation, the provision of any financial
         accommodations extended to the holders of such other Indebtedness in
         connection with the release of such Lien and/or the sale of any
         property subject thereto), it being understood that the provision of
         such equal and ratable security shall not constitute a cure or waiver
         of any related Event of Default.

                  7A.4     Partnership or Corporate Existence; Compliance with
                           Laws.

                           (i)      Except as otherwise expressly permitted in
                  accordance with Section 7B.7 or 7B.11, (a) the Borrower will
                  at all times preserve and keep in full force and effect its
                  partnership existence and its status as a partnership not
                  taxable as a corporation for U.S. federal income tax purposes,
                  (b) the Borrower will cause each of its Subsidiaries to keep
                  in full force and effect its partnership or corporate
                  existence, as the case may be, and (c) the Borrower will, and
                  will cause each of its Subsidiaries to, at all times preserve
                  and keep in full force and effect all of its material rights
                  and franchises; provided, however, that the partnership or
                  corporate existence of any Subsidiary, and any right or
                  franchise of the Borrower or any Subsidiary, may be terminated
                  notwithstanding this Section 7A.4 if such termination (x) is
                  in the best interest of the Borrower and the Subsidiaries, (y)
                  is not disadvantageous to the holders of the Notes in any
                  material respect and (z) could not reasonably be expected to
                  have a Material Adverse Effect.

                           (ii)     The Borrower will, and will cause each of
                  its Subsidiaries to, at all times comply with all laws,
                  regulations and statutes (including without limitation any
                  zoning or building ordinances or code or Environmental Laws)
                  applicable to it except for any failure to so comply which,
                  individually or in the aggregate, could not reasonably be
                  expected to have a Material Adverse Effect.

                           (iii)    The Borrower will notify the Bank a
                  reasonable time prior to the adoption of any amendment to the
                  Partnership Agreement, the Partnership Documents, the Note
                  Purchase Agreements or any Operative Agreement and will
                  include in that notice a reasonably detailed description of
                  such amendment and the intended effects thereof.

                  7A.5     Payment of Taxes and Claims. The Borrower will, and
         will cause each of its Subsidiaries to, pay all taxes, assessments and
         other governmental charges imposed upon it or any of its Subsidiaries,
         or any of its or its Subsidiaries' properties or assets or in respect
         of any of its or any of its Subsidiaries' franchises, business, income
         or profits when the same become due and payable, and all claims
         (including without limitation claims for labor, services, materials and
         supplies) for sums which have become due and payable and which by law
         have or might become a Lien upon any of its or any of its

                                       54
<PAGE>

         Subsidiaries' properties or assets; provided that no such tax,
         assessment, charge or claim need be paid if it is being contested in
         good faith by appropriate proceedings promptly initiated and diligently
         conducted and if such reserves or other appropriate provision, if any,
         as shall be required by GAAP shall have been made therefor and be
         adequate in the good faith judgment of the Board of Directors of the
         General Partner.

                  7A.6     Compliance with ERISA. The Borrower will, and will
         cause its Subsidiaries to, comply in all material respects with the
         provisions of ERISA and the Code applicable to the Borrower and its
         Subsidiaries and their respective employee benefit programs.

                  7A.7     Maintenance and Sufficiency of Properties.

                           (i)      The Borrower will maintain or cause to be
                  maintained in good repair, working order and condition,
                  ordinary wear and tear excepted, all properties used in the
                  business of the Borrower and its Subsidiaries and from time to
                  time will make or cause to be made all appropriate repairs,
                  renewals and replacements thereof, all to the extent necessary
                  to avoid a Material Adverse Effect.

                           (ii)     The Borrower will maintain and will cause to
                  be maintained as employees of the Borrower and its
                  Subsidiaries such number of individuals, having appropriate
                  skills, as may be necessary from time to time to sustain
                  continuous operation of the Business at the time. Except as
                  described on Schedule 8.8, the Borrower will continue and will
                  cause its Subsidiaries to continue to own or have valid rights
                  to use all of the Assets constituting personal or intellectual
                  property (including without limitation computer equipment,
                  computer software and other intellectual property) reasonably
                  necessary for the operation of the Business, in each case
                  subject to no Liens except such as are permitted by Section
                  7B.3.

                  7A.8     Insurance.

                           (i)      The Borrower will, and will cause its
                  Subsidiaries to, at its or their expense, at all times
                  maintain, or cause to be maintained, with financially sound
                  and reputable insurers, insurance with respect to their
                  properties and business with coverages comparable to those
                  generally carried by companies of similar size that conduct
                  the same or similar business and have similar properties in
                  the same general areas in which the Borrower conducts its
                  business; provided, however, that the Borrower may maintain a
                  system of self-insurance in an amount not exceeding an amount
                  as is customary for companies with established reputations
                  engaged in the same or similar business and owning and
                  operating similar properties.

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<PAGE>

                           (ii)     The Borrower will, and will cause each of
                  its Subsidiaries to, pay as and when the same become due and
                  payable the premiums for all insurance policies that the
                  Borrower and its Subsidiaries are required to maintain
                  hereunder.

                  7A.9     Environmental Laws. The Borrower will, and will cause
         each of its Subsidiaries to:

                           (i)      comply with all applicable Environmental
                  Laws and any permit, license, or approval required under any
                  Environmental Law, except for failures to so comply which
                  could not reasonably be expected to have a Material Adverse
                  Effect;

                           (ii)     store, use, release, or dispose of any
                  Hazardous Substance at any property owned or leased by the
                  Borrower or any of its Subsidiaries in a manner which could
                  not reasonably be expected to have a Material Adverse Effect;

                           (iii)    avoid committing any act or omission which
                  would cause any Lien to be asserted against any property owned
                  by the Borrower or any of its Subsidiaries pursuant to any
                  Environmental Law, except where such Lien could not reasonably
                  be expected to have a Material Adverse Effect;

                           (iv)     use, handle or store any propane in
                  compliance, in all material respects, with all applicable
                  laws.

                  7A.10    Operative Agreements. The Borrower will perform and
         comply with all of its obligations under each of the Operative
         Agreements to which it is a party, will enforce each such Operative
         Agreement against each other party thereto and will not accept the
         termination of any such Operative Agreement or any amendment or
         supplement thereof or modification or waiver thereunder, unless any
         such failure to perform, comply or enforce or any such acceptance could
         not, individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

                  7A.11    After-Acquired Property. From and after the date of
         the Closing, the Borrower will, and will cause each of its Subsidiaries
         to, execute and deliver such amendments to the Security Agreement,
         execute and deliver such instruments and agreements (including, without
         limitation, such Certificates and Stock Powers) and execute and cause
         to be duly recorded, published, registered or filed in the appropriate
         jurisdictions such Financing Statements, as shall be necessary to grant
         to the Collateral Agent a valid, perfected, first priority security
         interest, subject to Liens permitted by the Security Agreement in any
         asset acquired by the Borrower or any Subsidiary of the Borrower
         (including, without limitation, the Capital Stock of any Subsidiary)
         after the Closing, to the extent such asset would have been included in
         the Collateral granted at the Closing had the Borrower or one of its
         Subsidiaries owned such asset as of the Closing. The Borrower will pay
         or cause to be paid all taxes, fees and other governmental charges in
         connection with the execution, delivery, recording, publishing,
         registration and filing of such documents and instruments in such
         places.

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<PAGE>

                  7A.12    Further Assurances. At any time and from time to time
         promptly, the Borrower shall, at its expense, execute and deliver to
         each Bank and the Collateral Agent such instruments and documents, and
         take such further action, as the holders of the Notes may from time to
         time reasonably request, in order to further carry out the intent and
         purpose of this Agreement and the other Loan Documents and to
         establish, perfect, preserve and protect the rights, interests and
         remedies created, or intended to be created, in favor of the Banks, and
         including, without limitation, the execution and delivery of
         Certificates and the delivery of Stock Powers and the execution,
         delivery, recordation and filing of Financing Statements and
         continuation statements under the Uniform Commercial Code of any
         applicable jurisdiction, and the delivery of satisfactory opinions of
         counsel.

                  7A.13    Books and Accounts. The Borrower will, and will cause
         each of its Subsidiaries to, maintain proper books of record and
         account in which full, true and proper entries shall be made of its
         transactions and set aside on its books from its earnings for each
         fiscal year all such proper reserves as in each case shall be required
         in accordance with GAAP.

                  7A.14    Available Cash Reserves. The Borrower will maintain
         an amount of cash reserves that is necessary or appropriate in the
         reasonable discretion of the General Partner to (i) provide for the
         proper conduct of the business of the Borrower and its Subsidiaries
         (including reserves for future capital expenditures) subsequent to such
         quarter, (ii) comply with applicable law or any loan agreement,
         security agreement, mortgage, debt instrument or other agreement or
         obligation to which the Borrower or any Subsidiary is a party or by
         which it is bound or its assets are subject (including the Loan
         Documents) and (iii) provide funds for distributions to partners of the
         Master Partnership and the General Partner in respect of any one or
         more of the next four quarters; provided that the General Partner need
         not establish cash reserves pursuant to clause (iii) if the effect of
         such reserves would be that the Master Partnership is unable to
         distribute the Minimum Quarterly Distribution (as defined in the
         Agreement of Limited Partnership of the Master Partnership) on all
         Common Units with respect to such quarter; and provided, further, that
         disbursements made by the Borrower or a Subsidiary of the Borrower or
         cash reserves established, increased or reduced after the end of such
         quarter but on or before the date of determination of Available Cash
         with respect to such quarter shall be deemed to have been made,
         established, increased or reduced for purposes of determining Available
         Cash, within such quarter if the General Partner so determines. In
         addition, without limiting the foregoing, Available Cash for any fiscal
         quarter shall reflect cash reserves equal to (x) 50% of the interest
         projected to be paid on the Private Placement Notes in the next
         succeeding fiscal quarter, plus (y) beginning with a date three fiscal
         quarters before a scheduled principal payment date on the Private
         Placement Notes, 25% of the aggregate principal amount thereof due on
         any such payment date in the third succeeding fiscal quarter, 50% of
         the aggregate principal amount due on any such payment date in the
         second succeeding fiscal quarter and 75% of the aggregate principal
         amount due on any quarterly payment date in the next succeeding fiscal
         quarter, plus (z) the Unused Proceeds Reserve as of the date of
         determination; provided that the foregoing

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<PAGE>

         reserves for amounts to be paid on the Private Placement Notes shall be
         reduced by the aggregate amount of advances available to the Borrower
         from responsible financial institutions under binding, irrevocable (a)
         credit or financing commitments (which are subject to no conditions
         which the Borrower is unable to meet) and (b) letters of credit (which
         are subject to no conditions which the Borrower is unable to meet), in
         each case to be used to refinance such amounts to the extent such
         amounts could be borrowed and remain outstanding under Sections
         7B.2(ii) and 7B.2(iii).

                  7A.15    Parity Debt.

                           (i)      The Borrower shall ensure that the lenders
                  from time to time in respect of any outstanding Parity Debt
                  shall, in the documents governing the terms of such
                  Indebtedness, (a) recognize the existence and validity of the
                  obligations represented by the Notes and (b) agree to refrain
                  from making or asserting any claim that the Loan Documents or
                  the obligations represented by the Notes are invalid or not
                  enforceable in accordance with its and their terms as a result
                  of the circumstances surrounding the incurrence of such
                  obligations.

                           (ii)     Each Bank and each other Person that becomes
                  a Bank, as evidenced by its acceptance of its Notes, (a)
                  acknowledges the existence and validity of the obligations of
                  the Borrower and Heritage under the Note Purchase Agreements
                  (and any replacement, extension, renewal, refunding or
                  refinancing thereof permitted by Section 7B.2, as the case may
                  be) and (b) agrees to refrain from making or asserting any
                  claim that such obligations or the instruments governing the
                  terms thereof are invalid or not enforceable in accordance
                  with its and their terms as a result of the circumstances
                  surrounding the incurrence of such obligations.

                  7A.16    Maintenance of Separateness.

                           (i) The Borrower will:

                                    (a)      maintain books and records separate
                           from those of any other Person, including any of its
                           partnership interest holders or any Affiliate or
                           Subsidiary;

                                    (b)      maintain its assets in such a
                           manner that it is not more costly or difficult to
                           segregate, identify or ascertain such assets;

                                    (c)      observe all corporate formalities;

                                    (d)      hold itself out to creditors and
                           the public as a legal entity separate and distinct
                           from any other Person, including any of its
                           partnership interest holders and its Affiliates and
                           Subsidiaries;

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<PAGE>

                                    (e)      conduct its business in its name or
                           in business names or trade names of the Borrower or
                           its Subsidiaries and use separate stationery,
                           invoices and checks; and

                                    (f)      not assume, guarantee or pay the
                           debts or obligations of or hold itself out as being
                           available to satisfy the obligations of any other
                           Person, including any of its partnership interest
                           holders and its Affiliates and Subsidiaries, except
                           as is expressly permitted by the terms of this
                           Agreement.

                           (ii)     To the extent that the Borrower shares the
                  same officers or other employees as any of its Affiliates, the
                  salaries of and the expenses relating to providing benefits to
                  such officers and employees shall be fairly allocated among
                  such entities, and each such entity shall bear its fair share
                  of the salary and benefit costs associated with all such
                  common officers and employees.

                           (iii)    To the extent that the Borrower jointly
                  contracts with any of its Affiliates to do business with
                  vendors or service providers or to share overhead expenses,
                  the costs incurred in doing so shall be allocated fairly among
                  such entities, and each such entity shall bear its fair share
                  of such costs. To the extent that the Borrower contracts or
                  does business with vendors or service providers where the
                  goods and services are partially for the benefit of an
                  Affiliate, the costs incurred in doing so shall be fairly
                  allocated to or among such entities for whose benefit the
                  goods and services are provided, and each such entity shall
                  bear its fair share of such costs.

                           (iv)     To the extent that the Borrower or its
                  Affiliates have offices in the same location, there shall be a
                  fair and appropriate allocation of overhead costs among them,
                  and each such entity shall bear its fair share of such
                  expenses.

         7B.      Negative Covenants.

                  7B.1     Financial Ratios.

                           (i)      Ratio of Consolidated EBITDA to Consolidated
                  Interest Expense. The Borrower will not permit the ratio, as
                  of the last day of any fiscal quarter of the Borrower, of
                  Consolidated EBITDA to Consolidated Interest Expense to be
                  less than 2.25 to 1;

                           (ii)     Ratio of Consolidated Funded Indebtedness to
                  Consolidated EBITDA. The Borrower will not permit the ratio,
                  as of the end of any fiscal quarter of Borrower, of
                  Consolidated Funded Indebtedness to Consolidated EBITDA to
                  exceed (a) 4.75 to 1 from November 30, 2003, through November
                  30, 2004, or (b) 4.50 to 1 from February 28, 2005, and
                  thereafter;

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<PAGE>

                           (iii)    Ratio of Adjusted Consolidated Funded
                  Indebtedness to Adjusted Consolidated EBITDA. Borrower will
                  not permit the ratio, as of the end of any fiscal quarter of
                  Borrower, of Adjusted Consolidated Funded Indebtedness to
                  Adjusted Consolidated EBITDA to exceed (a) 5.25 to 1.00 from
                  November 30, 2003, through August 31, 2005, or (b) 5.00 to 1
                  on November 30, 2005, and thereafter.

                           Notwithstanding any of the provisions of this
                  Agreement the Borrower will not, and will not permit any
                  Subsidiary to, enter into any transaction pursuant to Section
                  7B.2, clauses (vii), (viii) and (xiv)(b) of Section 7B.3,
                  Section 7B.6, of clauses (i)(b), (i)(c), (ii)(b) and (iii) of
                  Section 7B.7, (x) if after giving effect to any such
                  transaction a Noncompliance Event, Default or Event of Default
                  exists or (y) if the consummation of any such transaction
                  would result in a violation of any clause of this Section 7B.1
                  or a Noncompliance Event, calculated for such purpose as of
                  the date on which such transaction were to be consummated both
                  immediately before and after giving effect to the consummation
                  thereof; provided, however, that in the case of transactions
                  pursuant to Section 7B.7, the calculation shall be made on a
                  pro forma basis in accordance with GAAP after giving effect to
                  any such transaction, with the ratio recomputed as at the last
                  day of the most recently ended fiscal quarter of the Borrower
                  as if such transaction had occurred on the first day of the
                  relevant four quarter period.

                  7B.2     Indebtedness. The Borrower will not, and will not
         permit any of its Subsidiaries to, create, incur, assume, or otherwise
         become directly or indirectly liable with respect to, any Indebtedness,
         except (subject to the provisions of Section 7B.4):

                           (i)      the Borrower may become and remain liable
                  with respect to Indebtedness evidenced by the Notes and
                  Indebtedness incurred in connection with any extension,
                  renewal, refunding or refinancing of Indebtedness evidenced by
                  the Private Placement Notes, provided that the principal
                  amount of such Indebtedness shall not exceed the principal
                  amount of the Indebtedness evidenced by the Private Placement
                  Notes, together with any accrued interest and Yield
                  Maintenance Amount with respect thereto, being extended,
                  renewed, refunded or refinanced and (y) such Indebtedness may
                  not have an average life to maturity shorter than the
                  remaining average life to maturity of the Indebtedness being
                  extended, renewed, refunded or refinanced;

                           (ii)     the Borrower may become and remain liable
                  with respect to Indebtedness incurred under the Working
                  Capital Facility and any Indebtedness incurred for such
                  purpose which replaces, extends, renews, refunds or refinances
                  all of such Indebtedness (in the case of a replacement,
                  refunding or refinancing, so long as the Acquisition Facility
                  also is replaced, refunded or refinanced in whole; provided
                  that the aggregate principal amount of Indebtedness permitted
                  under this clause (ii) shall not at any time exceed an amount
                  equal to (x) $20,000,000 less (y) the amount of Indebtedness,
                  if any, outstanding under the revolving working capital
                  facility permitted by clause (v) of this Section 7B.2;

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<PAGE>

                           (iii)    the Borrower may become and remain liable
                  with respect to Indebtedness incurred by the Borrower under
                  the Acquisition Facility and any Indebtedness incurred for
                  such purpose which replaces, extends, renews, refunds or
                  refinances all of such Indebtedness (in the case of a
                  replacement refunding or refinancing, so long as the Working
                  Capital Facility also is replaced, refunded or refinanced in
                  whole); and up to $3,000,000 of Indebtedness owing from time
                  to time to the Seller(s) in Asset Acquisitions provided that
                  the aggregate principal amount of Indebtedness permitted under
                  this clause (iii) shall not at any time exceed the lesser of
                  $30,000,000 or the sum of the outstanding balance of such
                  Seller(s) Asset Acquisitions debt referenced above (in no
                  event in excess of $3,000,000) plus the aggregate Acquisition
                  Loan Commitments described in Section 10.1, as amended from
                  time to time;

                           (iv)     any Subsidiary of the Borrower may become
                  and remain liable with respect to Indebtedness of such
                  Subsidiary owing to the Borrower or to a Wholly-Owned
                  Subsidiary of the Borrower;

                           (v)      Heritage Service may remain liable with
                  respect to Indebtedness incurred under the Heritage Service
                  Credit Agreement and any Indebtedness incurred for any
                  permitted purpose which replaces, extends, renews, refunds or
                  refinances such Indebtedness evidenced by the Service Revolver
                  Notes, in whole or in part; provided that the aggregate
                  principal amount of Indebtedness permitted under this clause
                  (v) shall not at any time exceed $1,000,000;

                           (vi)     the Borrower and any of its Subsidiaries may
                  become and remain liable with respect to Indebtedness relating
                  to any business, property or assets acquired by or contributed
                  to the Borrower or such Subsidiary or which is secured by a
                  loan on any property or assets acquired by or contributed to
                  the Borrower or such Subsidiary to the extent such
                  Indebtedness existed at the time such business, property or
                  assets were so acquired or contributed, and if such
                  Indebtedness is secured by such property or assets, such
                  security interest does not extend to or cover any other
                  property of the Borrower or any of its Subsidiaries; provided
                  that (a) immediately after giving effect to such acquisition
                  or contribution, the Borrower could incur at least $1.00 of
                  additional Indebtedness pursuant to clause (xiv) of this
                  Section 7B.2 and (b) such Indebtedness was not incurred in
                  anticipation of such acquisition or contribution;

                           (vii)    the Company and any of its Subsidiaries may
                  become and remain liable with respect to Indebtedness arising
                  from the honoring by a bank or other financial institution of
                  a check, draft or similar instrument drawn against
                  insufficient funds in the ordinary course of business,
                  provided that such Indebtedness is extinguished within 2
                  Business Days of its incurrence;

                           (viii)   M-P Energy Partnership may become and remain
                  liable with respect to Indebtedness in an aggregate principal
                  amount not to exceed

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<PAGE>

                  $3,000,000, and the Borrower may become and remain liable with
                  respect to Guarantees of such Indebtedness of M-P Energy
                  Partnership and of Indebtedness of Bi State Propane, provided
                  that the aggregate amount of all Guarantees permitted by this
                  clause (viii) shall not exceed $5,000,000;

                           (ix)     [INTENTIONALLY LEFT BLANK]

                           (x)      any Person that after the Closing Date
                  becomes a Subsidiary of the Borrower may become and remain
                  liable with respect to any Indebtedness to the extent such
                  Indebtedness existed at the time such Person became a
                  Subsidiary; provided that (a) immediately after giving effect
                  to such Person becoming a Subsidiary of the Borrower, the
                  Borrower could incur at least $1.00 of additional Indebtedness
                  in compliance with clause (xiv) of this Section 7B.2 and (b)
                  such Indebtedness was not incurred in anticipation of such
                  Person becoming a Subsidiary of the Borrower;

                           (xi)     the Borrower and any of its Subsidiaries may
                  become and remain liable with respect to Indebtedness owed to
                  any person providing workers' compensation, health, disability
                  or other employee benefits or property, casualty or liability
                  insurance to the Borrower or any of its Subsidiaries, pursuant
                  to reimbursement or indemnification obligations to such
                  person;

                           (xii)    the Borrower and any of its Subsidiaries may
                  become and remain liable with respect to Indebtedness in
                  respect of performance bonds, bid bonds, appeal bonds, surety
                  bonds and similar obligations, in each case provided in the
                  ordinary course of business, including those incurred to
                  secure health, safety and environmental obligations in the
                  ordinary course of business, and any extension, renewal or
                  refinancing thereof to the extent not provided to secure the
                  repayment of other Indebtedness and to the extent that the
                  amount of refinancing Indebtedness is not greater than the
                  amount of Indebtedness being refinanced;

                           (xiii)   the Borrower may become and remain liable
                  with respect to Indebtedness incurred in respect of
                  Capitalized Lease Obligations and Non-Compete Obligations;
                  provided, that the Lien in respect thereof is permitted by
                  clause (viii) of Section 7B.3; and

                           (xiv)    the Borrower and its Subsidiaries may become
                  and remain liable with respect to Indebtedness not exceeding
                  $100,000,000 in aggregate principal amount at any time
                  outstanding, in addition to that otherwise permitted by the
                  other clauses of this Section 7B.2, if (1) the stated maturity
                  of such Indebtedness (including all scheduled amortizations of
                  principal thereof) shall not be earlier than the last Final
                  Maturity Date in effect on the date of incurrence of such
                  Indebtedness and (2) on the date the Borrower or any of its
                  Subsidiaries becomes liable with respect to any such
                  additional Indebtedness and immediately after giving effect
                  thereto and to the substantially concurrent repayment of any
                  other Indebtedness (a) the ratio of Consolidated EBITDA to
                  Consolidated Debt Service

                                       62
<PAGE>

                  is equal to or greater than 2.50 to 1.0 and (b) the ratio of
                  Consolidated EBITDA to Consolidated Pro Forma Maximum Debt
                  Service is equal to or greater than 1.25 to 1.0 and (c) no
                  Default, Event of Default or Noncompliance Event shall exist.

                  7B.3     Liens. The Borrower will not, and will not permit any
         of its Subsidiaries to, create, assume, incur or suffer to exist any
         Lien upon or with respect to any of its properties or assets, whether
         now owned or hereafter acquired, or any income or profits therefrom
         (whether or not provision is made for the equal and ratable securing of
         the Notes in accordance with the provisions of Section 7A.3), except:

                           (i)      Liens existing on the Initial Closing Date
                  hereof on the property and assets of the Borrower or any of
                  its Subsidiaries as described in Schedule 7B.3;

                           (ii)     Liens for taxes, assessments or other
                  governmental charges the payment of which is not yet due and
                  payable or the validity of which is being contested in good
                  faith in compliance with Section 7A.5;

                           (iii)    attachment or judgment Liens not giving rise
                  to an Event of Default and with respect to which the
                  underlying action has been appealed or is being contested in
                  good faith in compliance with Section 7A.5;

                           (iv)     Liens of lessors, landlords, carriers,
                  vendors, mechanics, materialmen, warehousemen, repairmen and
                  other like Liens incurred in the ordinary course of business
                  the payment of which is not yet due or which is being
                  contested in good faith in compliance with Section 7A.5, in
                  each case not incurred or made in connection with the
                  borrowing of money, the obtaining of advances or credit or the
                  payment of the deferred purchase price of property, provided
                  that such Liens do not materially interfere with the conduct
                  of the business of the Borrower and its Subsidiaries taken as
                  a whole;

                           (v)      Liens (other than any Lien imposed by ERISA)
                  incurred and pledges and deposits made in the ordinary course
                  of business (a) in connection with workers' compensation,
                  unemployment insurance, old age pensions, retiree health
                  benefits and other types of social security, or (b) to secure
                  (or to obtain letters of credit that do not constitute
                  Indebtedness and that secure) the performance of tenders,
                  statutory obligations, surety and appeal bonds, bids, leases,
                  performance bonds, contracts and other similar obligations, in
                  each case not incurred or made in connection with the
                  borrowing of money or the obtaining of advances or credit
                  provided that such Liens do not materially interfere with the
                  conduct of the business of the Borrower and its Subsidiaries
                  taken as a whole;

                           (vi)     zoning restrictions, easements, licenses,
                  reservations, provisions, covenants, conditions, waivers,
                  restrictions on the use of property or irregularities of title
                  (and with respect to leasehold interests, mortgages,
                  obligations, liens and other encumbrances incurred, created,
                  assumed or permitted to exist and arising

                                       63
<PAGE>

                  by, through or under a landlord or owner of the leased
                  property, with or without consent of the lessee) which do not
                  in the aggregate materially detract from the value of its
                  property or assets or materially impair the use thereof in the
                  operation of its business;

                           (vii)    Liens existing on any property of a Person
                  at the time such Person becomes a Subsidiary of the Borrower
                  or existing at the time of acquisition upon any property
                  acquired by the Borrower or any of its Subsidiaries at the
                  time such property is so acquired, through purchase, merger or
                  consolidation or otherwise (whether or not the Indebtedness
                  secured thereby shall have been assumed); provided, however,
                  that in the case of any such Lien (1) such Lien shall at all
                  times be confined solely to any such property and, if required
                  by the terms of the instrument creating such Lien, other
                  property which is an improvement to such acquired property,
                  (2) such Lien was not created in anticipation of such
                  transaction, and (3) the Indebtedness secured by such Lien
                  shall be permitted under Section 7B.2;

                           (viii)   Liens created to secure all or any part of
                  the purchase price, or to secure Indebtedness (other than
                  Parity Debt) incurred or assumed to pay all or any part of the
                  purchase price or cost of construction, of property acquired
                  or constructed by the Borrower or any of its Subsidiaries
                  after the Closing Date or to secure obligations incurred in
                  consideration of non-compete agreements ("Non-Compete
                  Obligations") entered into in connection with any such
                  acquisition, including an acquisition complying with clause
                  (b)(y) of Section 7B.9; provided that (a) any such Lien shall
                  be confined solely to the item or items of such property (or
                  improvement thereon) so acquired or constructed and, if
                  required by the terms of the instrument creating such Lien,
                  other property (or improvement thereon) which is an
                  improvement to such acquired or constructed property (and, in
                  the case of any Lien securing Non-Compete Obligations, shall
                  also be limited to (x) such items of property as acquired
                  which are not of the character included in the definition of
                  Collateral and (y) such additional items of the property so
                  acquired, having a total fair market value (as determined in
                  good faith by the Board of Directors of the General Partner)
                  for the sum of (x) and (y) that is not more than the amount of
                  the Non-Compete Obligations so secured), (b) such item or
                  items of property so acquired and subject to such Lien are not
                  required to become part of the Collateral under the terms of
                  the Security Agreement, (c) any such Lien shall be created
                  contemporaneously with, or within 180 days after, the
                  acquisition or construction of such property, and (d) such
                  Lien does not exceed an amount equal to 85% of the fair market
                  value (100% in the case of Capitalized Lease Obligations and
                  35% in the case of Non-Compete Obligations) of such property
                  (as determined in good faith by the Board of Directors of the
                  General Partner) at the time of acquisition thereof and (e)
                  after giving effect to such Lien no Noncompliance Event,
                  Default or Event of Default shall exist;

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<PAGE>

                           (ix)     Liens on property or assets of any
                  Subsidiary of the Borrower securing Indebtedness of such
                  Subsidiary owing to the Borrower or a Wholly-Owned Subsidiary;

                           (x)      leases or subleases of equipment to
                  customers which do not materially interfere with the conduct
                  of the business of the Borrower and its Subsidiaries taken as
                  a whole;

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

                           (xii)    Liens (other than Liens securing
                  Indebtedness) on the property or assets of any Subsidiary of
                  the Borrower in favor of the Borrower or any other
                  Wholly-Owned Subsidiary of the Borrower;

                           (xiii)   Liens on the property or assets of Heritage
                  Service Corp. securing the Indebtedness permitted by clause
                  (v) of Section 7B.2 provided that (a) any such Lien shall at
                  all times be contained to property or assets having an
                  aggregate fair market value not exceeding $2,000,000 and (b)
                  such indebtedness permitted by clause (v) of Section 7B.2 is
                  owed to one or more of the Banks;

                           (xiv)    Liens created by any of the Security
                  Documents securing (a) Indebtedness evidenced by the Notes,
                  the Acquisition Credit or the Working Capital Credit) and (b)
                  Additional Parity Debt; and

                           (xv)     any Lien renewing, extending or refunding
                  any Lien permitted by this Section 7B.3, provided that (a) the
                  principal amount of the Indebtedness secured by any such Lien
                  shall not exceed the principal amount of such Indebtedness
                  outstanding immediately prior to the renewal, extension or
                  refunding of such Lien and (b) no assets encumbered by any
                  such Lien other than the assets encumbered immediately prior
                  to such renewal, extension or refunding shall be encumbered
                  thereby.

                  Notwithstanding the foregoing, the Borrower will not, and will
         not permit any of its Subsidiaries to, create, assume or incur any Lien
         upon or with respect to (a) any Subsidiary stock held by the Borrower
         or any other Subsidiary of the Borrower, or (b) any of its proprietary
         software developed by or on behalf of the Borrower or its Affiliates
         necessary and useful for the conduct of the Business. No Lien permitted
         under this Section 7B.3 shall result in over-collateralization except
         as required by conventional practice for specific types of borrowings.

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                  7B.4     Priority Debt. The Borrower will not permit Priority
         Debt, at any time, to exceed the sum of (i) $5,000,000 plus (ii) 10% of
         the then Consolidated Tangible Net Worth of the Borrower and its
         Subsidiaries(but only to the extent such Consolidated Tangible Net
         Worth is positive). The provisions of this Section 7B.4 are further
         limitations on Priority Debt that shall otherwise be permitted by
         Section 7B.1, 7B.2 or 7B.3.

                  7B.5     Loans, Advances, Investments and Contingent
         Liabilities. The Borrower will not, and will not permit any of its
         Subsidiaries to, directly or indirectly, purchase or own any stock,
         obligations or securities of, or any other interest in, or make any
         capital contribution to, any Person, make or permit to remain
         outstanding any loan or advance to, or guarantee, endorse or otherwise
         be or become contingently liable, directly or indirectly, in connection
         with the obligations of any Person, or make any other Investment,
         except:

                           (i)      the Borrower or any of its Subsidiaries may
                  make and own Investments (w) consisting of Units issued for
                  purposes of making acquisitions, (x) arising out of loans and
                  advances to employees incurred in the ordinary course of
                  business, and consisting of advances to pay reimbursable
                  expenditures, (y) arising out of extensions of trade credit or
                  advances to third parties in the ordinary course of business
                  and (z) acquired by reason of the exercise of customary
                  creditors' rights upon default or pursuant to the bankruptcy,
                  insolvency or reorganization of a debtor;

                           (ii)     Guarantees that constitute Indebtedness to
                  the extent permitted by Sections 7B.1 and 7B.2 and other
                  Guarantees that are not Guarantees of Indebtedness and are
                  undertaken in the ordinary course of business;

                           (iii)    investment in (collectively, "Cash
                  Equivalents")

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

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

                                    (c)      commercial paper maturing no more
                           than 270 days from the date of creation thereof and
                           having as at the date of acquisition thereof

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                           one of the two highest ratings obtainable from either
                           Standard & Poor's Rating Group or Moody's Investors
                           Service, Inc.,

                                    (d)      certificates of deposit maturing
                           one year or less from the date of acquisition thereof
                           (1) issued by commercial banks incorporated under the
                           laws of the United States of America or any state
                           thereof or the District of Columbia or Canada or
                           issued by the United States branch of any commercial
                           bank organized under the laws of any country in
                           Western Europe or Japan, with capital and
                           stockholders' equity of at least $500,000,000 (or the
                           equivalent in the currency of such country), (A) the
                           commercial paper or other short term unsecured debt
                           obligations of which are as at such date rated either
                           A-2 or better (or comparably if the rating system is
                           changed) by Standard & Poor's Rating Group or Prime-2
                           or better (or comparably if the rating system is
                           changed) by Moody's Investors Service, Inc. or (B)
                           the long-term debt obligations of which are as at
                           such date rated either A or better (or comparably if
                           the rating system is changed) by Standard & Poor's
                           Rating Group or A2 or better (or comparably if the
                           rating system is changed) by Moody's Investors
                           Service, Inc.("Permitted Banks") or (2) issued by BOk
                           in an aggregate amount for all such certificates of
                           deposit issued by BOk not to exceed $1,000,000,

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

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

                                    (g)      obligations of the type described
                           in clause (a), (b), (c), (d) or (e) above purchased
                           from a securities dealer designated as a "primary
                           dealer" by the Federal Reserve Bank of New York or
                           from a Permitted Bank as counterparty to a written
                           repurchase agreement obligating such counterparty to
                           repurchase such obligations not later than 14 days
                           after the purchase thereof and which provides that
                           the obligations which are the subject thereof are
                           held for the benefit of the Borrower or any of its
                           Subsidiaries by a custodian which is a Permitted Bank
                           and which is not a counterparty to the repurchase
                           agreement in question;

                           (iv)     the Borrower or any of its Subsidiaries may
                  acquire Capital Stock or other ownership interests of a Person
                  (i) located in the United States of America or Canada, (ii)
                  incorporated or otherwise formed pursuant to the laws of the
                  United States of America or Canada or any state or province
                  thereof or the District of Columbia and (iii) engaged in
                  substantially the same business as the Borrower which Person
                  at the time of such acquisition is, or as a result thereof
                  becomes, a Subsidiary of the Borrower;

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<PAGE>

                           (v)      the Borrower or any of its Subsidiaries may
                  make and own Investments (in addition to Investments permitted
                  by clauses (i), (ii), (iii), and (iv) of this Section 7B.5) in
                  any Person incorporated or otherwise formed pursuant to the
                  laws of the United States of America or Canada or any state or
                  province thereof or the District of Columbia; provided,
                  however, that (i) the sum of (a) the aggregate amount of all
                  such Investments made by the Borrower and its Subsidiaries
                  following the Closing Date which are outstanding pursuant to
                  this clause (v) plus (b) all other Investments held by the
                  Borrower and its Subsidiaries which are outstanding as of the
                  Closing Date and listed on Schedule 7B.5 shall not at any date
                  of determination exceed $10,000,000 (the "Investment Limit");
                  (ii) the representation in Section 8.18 shall be true and
                  correct as of the date of determination; and (iii) the
                  aggregate amount of all such Investments made by the Borrower
                  and its Subsidiaries and outstanding pursuant to this clause
                  (v) in Persons engaged in a business which is not
                  substantially the same as a line of business described in
                  Section 7B.8 shall not at any date exceed $12,500,000,
                  including Investments in La Grange and its Subsidiaries which
                  shall not at any time exceed $1,000,000 and (iv) no Investment
                  pursuant to this clause (v) may be made unless if after giving
                  effect thereto no Default or Event of Default exists;

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

                           (vii)    any Subsidiary of the Borrower may make
                  Investments in the Borrower or in a Wholly-Owned Subsidiary of
                  the Borrower.

                  7B.6     Restricted Payments. The Borrower will not directly
         or indirectly declare, order, pay, make or set apart any sum for any
         Restricted Payment, except that the Borrower may declare or order, and
         make, pay or set apart, during each fiscal quarter a Restricted Payment
         if (i) such Restricted Payment together with all other Restricted
         Payments during such fiscal quarter, do not in the aggregate exceed the
         amount of Available Cash with respect to the immediately preceding
         quarter, and (ii) no Default, Event of Default or Noncompliance Event
         exists before or immediately after any such proposed action and
         Borrower shall be in pro forma compliance with the financial covenants
         of Section 7B.1(i), (ii) and (iii). Notwithstanding the foregoing, the
         Borrower will not directly or indirectly declare, order or pay
         Restricted Payments, individually or in the aggregate, for any fiscal
         quarter in an amount greater than the product of (i) the Borrower's
         Percentage of Aggregate Available Cash times (ii) the Aggregate Partner
         Obligations.

                  7B.7     Consolidation, Merger, Sale of Assets. The Borrower
         will not, and will not permit any of its Subsidiaries to, directly or
         indirectly,

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

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<PAGE>

                                    (a)      any Subsidiary of the Borrower may
                           consolidate with or merge into the Borrower or a
                           Wholly-Owned Subsidiary of the Borrower if the
                           Borrower or a Wholly-Owned Subsidiary of the
                           Borrower, as the case may be, shall be the surviving
                           Person; and

                                    (b)      any entity (other than a Subsidiary
                           of the Borrower) may consolidate with or merge into
                           the Borrower or a Subsidiary if the Borrower or a
                           Subsidiary of the Borrower, as the case may be, shall
                           be the surviving Person and if, immediately after
                           giving effect to such transaction, (i) the Borrower
                           and its Subsidiaries (x) shall not have a
                           Consolidated Net Worth, determined in accordance with
                           GAAP applied on a basis consistent with the
                           consolidated financial statements of the Borrower
                           most recently delivered pursuant to Section 7A.1, of
                           less than the Consolidated Net Worth of the Borrower
                           immediately prior to the effectiveness of such
                           transaction, satisfaction of this requirement to be
                           set forth in reasonable detail in an Officers'
                           Certificate delivered to each holder of a Note at the
                           time of such transaction, and (y) could incur at
                           least $1.00 of additional Indebtedness in compliance
                           with Section 7B.1 and clause (xiv) of Section 7B.2,
                           (ii) substantially all of the assets of the Borrower
                           and its Subsidiaries, taken as a whole, shall be
                           located and substantially all of their business shall
                           be conducted within the continental United States of
                           America or Canada and (iii) no Default, Event of
                           Default or Noncompliance Event shall exist and be
                           continuing;

                           (ii)     sell, lease, abandon or otherwise dispose of
                  all or substantially all its assets, except that any
                  Subsidiary of the Borrower may sell, lease or otherwise
                  dispose of all or substantially all its assets to the Borrower
                  or to a Wholly-Owned Subsidiary of the Borrower; or

                           (iii)    sell, lease, convey, abandon or otherwise
                  dispose of (including, without limitation, in connection with
                  a Sale and Lease-Back Transaction) any of its assets (except
                  in a transaction permitted by clause (i)(a), (i)(b), (i)(c),
                  (ii)(a) or (ii)(b) of this Section 7B.7 or sales of inventory
                  in the ordinary course of business consistent with past
                  practice) or issue or sell Capital Stock of any Subsidiary of
                  the Borrower, whether in a single transaction or a series of
                  related transactions (each of the foregoing non-excepted
                  transactions, an "Asset Sale"), unless:

                                    (a)      immediately after giving effect to
                           such proposed disposition no Default, Event of
                           Default or Noncompliance Event shall exist and be
                           continuing, satisfaction of this requirement to be
                           set forth in reasonable detail in an Officer's
                           Certificate delivered to each holder of a Note at the
                           time of such transaction in the case of any Asset
                           Sale involving assets that generates EBITDA and such
                           Asset Sale involves consideration of $250,000 or
                           more;

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<PAGE>

                           (b)      such sale or other disposition is for cash
                  consideration or for consideration consisting of not less than
                  75% cash and not more than 25% interest-bearing promissory
                  notes; provided, that the 75% limitation referred to in this
                  clause (b) shall not apply to any Asset Sale consisting solely
                  of a sale or other disposition of land and buildings for an
                  interest bearing promissory note as long as the amount of such
                  promissory note does not exceed $250,000;

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

                                    (i)      (x) the aggregate Net Proceeds of
                           all assets so disposed of (whether or not leased
                           back) over the immediately preceding 12-month period
                           does not exceed $3,000,000 and (y) the aggregate Net
                           Proceeds of all assets so disposed of (whether or not
                           leased back) from the Closing Date through the date
                           of such disposition does not exceed $10,000,000; or

                                    (ii)     in the event that such Net Proceeds
                           (less the amount thereof previously applied in
                           accordance with clause (x) of this clause (c)(ii))
                           exceeds the limitations determined pursuant to
                           clauses (x) and (y) of clause (c)(i) of this Section
                           7B.7 (such excess amount being herein called "Excess
                           Sale Proceeds"), the Borrower shall within 12
                           calendar months of the date on which such Net
                           Proceeds exceeded any such limitation, cause an
                           amount equal to such Excess Sale Proceeds to be
                           applied (x) to the acquisition of assets in
                           replacement of the assets so disposed of or of assets
                           which may be productively used in the United States
                           of America or Canada in the conduct of the Business,
                           or (y) to the extent not applied pursuant to the
                           immediately preceding clause (x), to offer to make
                           prepayments on the Notes pursuant to Section 4.2.3
                           hereto and, allocated on the basis specified for such
                           prepayments in the definition of Allocable Proceeds,
                           to offer to repay other Parity Debt (other than
                           Indebtedness under Section 7B.2 (ii) or that by its
                           terms does not permit such offer to be made); and

                           (d)      the Borrower shall have delivered to the
                  Noteholders a Certificate of the Board of Directors of the
                  General Partner, certifying that such sale or other
                  disposition is for fair value and is in the best interests of
                  the Borrower.

         Notwithstanding the foregoing, Asset Sales shall not be deemed to
include (1) any transfer of assets or issuance or sale of Capital Stock by the
Borrower or any of its Subsidiaries to the Borrower or a Wholly-Owned Subsidiary
of the Borrower, (2) any transfer of assets or issuance or sale of Capital Stock
by the Borrower or any of its Subsidiaries to any Person in exchange for, or the
Net Proceeds of which are applied

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<PAGE>

within 12 months to the purchase of, other assets used in a line of business
permitted under Section 7B.8 and having a fair market value (as determined in
good faith by the Board of Directors of the General Partner) not less than that
of the assets so transferred or Capital Stock so issued or sold and (3) any
transfer of assets pursuant to an Investment permitted by Section 7B.5.

                  7B.8     Business. The Borrower will not and will not permit
         any of its Subsidiaries to engage in any line of business if as a
         result thereof the Borrower and its Subsidiaries would not be
         principally and predominately engaged in the Business and related
         general and administrative operations, as more fully described in the
         Memorandum and subject in all respects to the provisions of clause
         (iii) of the proviso to Section 7B.5(v).

                  7B.9     Transactions with Affiliates. The Borrower will not,
         and will not permit any of its Subsidiaries to, directly or indirectly,
         engage in any transaction with any Affiliate unless (i) (a) such
         transaction is on fair and reasonable terms that are no less favorable
         to the Borrower or such Subsidiary, as the case may be, than those
         which would be obtained in an arm's-length transaction from a Person
         other than an Affiliate and (b) such transaction is entered into in the
         ordinary course of business and pursuant to the reasonable requirements
         at the time of the Borrower's or such Subsidiary's operations, or (y)
         such transaction involves the acquisition by the Borrower from the
         General Partner of assets formerly owned by an entity, the Capital
         Stock of which was purchased by the General Partner, which acquisition
         is for a substantially equivalent value as the value of such purchase
         consummated within ten days after the consummation of such purchase, as
         long as such transaction otherwise would be permitted hereunder had the
         Borrower acquired such assets directly from such entity (including, for
         example, the acquisition by the Borrower from the General Partner of
         assets formerly owned by Kingston Propane, Inc.) (ii) such transaction
         is in connection with the incurrence of Indebtedness pursuant to
         Section 7B.2(viii), (iii) such transaction is in connection with the
         making of an Investment pursuant to Section 7B.5(i) and Section
         7B.5(v)(iii) with respect to Investments in La Grange or its
         Subsidiaries, (iv) such transaction is a Restricted Payment permitted
         by Section 7B.6, (v) such transaction involves performance under the
         Contribution Agreement (substantially in the form in effect on the
         Closing Date), (vi) such transaction involves indemnification and
         contribution under Section 7.7 of the Partnership Agreement (as said
         section is in effect on the Closing Date), to the extent such
         indemnification or contribution arises from operations or activities in
         connection with the Business (including securities issuances in
         connection with funding the Business) or (vii) such transaction is a
         specific transaction described in the Registration Statement.

                  7B.10    Subsidiary Stock and Indebtedness.

                           (i)      The Borrower will not permit any of its
                  Subsidiaries directly or indirectly to issue or sell any
                  Equity Interest of such Subsidiary of the Borrower to any
                  Person other than the Borrower or a Wholly-Owned Subsidiary of
                  the Borrower except (a) for the purpose of qualifying
                  directors or (b) in satisfaction of

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<PAGE>

                  pre-emptive rights of holders of minority interests which are
                  triggered by an issuance of Equity Interests to the Borrower
                  or a Subsidiary of the Borrower and permit such holders to
                  maintain their pro rata interests.

                           (ii)     The Borrower will not directly or indirectly
                  sell, assign, pledge or otherwise dispose of any Equity
                  Interest in or any Indebtedness of any of its Subsidiaries,
                  and will not permit any of its Subsidiaries directly or
                  indirectly to sell, assign, pledge or otherwise dispose of any
                  Equity Interest in or any Indebtedness of any other Subsidiary
                  of the Borrower except to the Borrower or a Wholly-Owned
                  Subsidiary of the Borrower, unless (a) simultaneously with
                  such sale, transfer or disposition, all of the Equity
                  Interests (other than an Equity Interest representing less
                  than 2% of the outstanding Equity Interests of all classes of
                  such Subsidiary taken together, provided that such Equity
                  Interest is considered an Investment pursuant to Section
                  7B.5(v) and is permitted thereunder) or Indebtedness of such
                  Subsidiary owned by the Borrower and its Subsidiaries is sold,
                  transferred or disposed of as an entirety, (b) the Board of
                  Directors of the General Partner shall have determined, as
                  evidenced by a resolution thereof, that the proposed sale,
                  transfer or disposition of such Equity Interests or
                  Indebtedness is in the best interests of the Borrower, (c)
                  such Equity Interests or Indebtedness are sold, transferred or
                  otherwise disposed of for cash or Cash Equivalents or other
                  assets used in a line of business permitted by Section 7B and
                  having a fair market value (as determined in good faith by the
                  Board of Directors of the General Partner) not less than that
                  of the Equity Interests or Indebtedness so transferred, to a
                  Person upon terms deemed by the Board of Directors of the
                  General Partner to be acceptable, (d) the Subsidiary being
                  sold, transferred or otherwise disposed of shall not have any
                  continuing investment in the Borrower or any Subsidiary of the
                  Borrower not being so sold, transferred or disposed and (e)
                  such sale, transfer or disposition is permitted by Section
                  7B.7.

                  7B.11    Payment of Dividends by Subsidiaries. The Borrower
         will not, and will not permit any of its Subsidiaries to, be subject to
         or enter into any agreement which restricts the ability of any
         Subsidiary of the Borrower to declare or pay any dividend to the
         Borrower, to make any distribution on any Equity Interest of such
         Subsidiary to the Borrower, or to lend money to the Borrower.

                  7B.12    Sales of Receivables. The Borrower will not, and will
         not permit any of its Subsidiaries to, discount, pledge, sell (with or
         without recourse), or otherwise sell for less than face value thereof
         any of its accounts or notes receivable, except for sales of
         receivables (i) without recourse which are seriously past due and which
         have been substantially written off as uncollectible or collectible
         only after extended delays, or (ii) made in connection with the sale of
         a business but only with respect to the receivables directly generated
         by the business so sold.

                  7B.13    Material Agreements; Tax Status. The Borrower will
                           not:

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<PAGE>

                           (i)      amend or directly or indirectly modify in
                  any manner the definitions of "Allocable Proceeds" or "Excess
                  Proceeds" of the Note Purchase Agreements or any similar
                  provisions of any agreement applicable to any extensions,
                  renewals or refundings thereof as Parity Debt under the
                  provisions of paragraph 7B.2(i);

                           (ii)     amend or modify in any manner adverse to the
                  holders of the Notes, or grant any waiver or release under (if
                  such action shall be adverse to the holders of the Notes), any
                  Partnership Document, any notes evidencing Parity Debt or any
                  agreement relating to Parity Debt or terminate in any manner
                  any Partnership Document, it being understood, without
                  limitation, that no modification that reduces principal,
                  interest or fees, premiums, make-wholes or penalty charges, or
                  extends any scheduled or mandatory payment, prepayment or
                  redemption of principal or interest, or makes less restrictive
                  any agreement or releases away any security, or waives any
                  condition precedent or default shall be adverse to the holders
                  of the Notes for purposes of this Agreement; or

                           (iii)    permit the Master Partnership or the
                  Borrower to be treated as an association taxable as a
                  corporation or otherwise to be taxed as an entity for federal
                  income tax purposes.

                  7B.14    Commingling of Deposit Accounts and Accounts. The
         Borrower will not, nor will it permit any of its Subsidiaries to,
         commingle their respective deposit accounts or accounts with the
         deposit accounts of La Grange or any of its Subsidiaries.

                                  ARTICLE VIII

                    REPRESENTATIONS, COVENANTS AND WARRANTIES

         The Borrower represents, covenants and warrants as follows:

         8.1      Organization. The Borrower is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite partnership power and authority to own and
operate its properties (including without limitation the assets owned and
operated by it), to conduct its business, to enter into this Agreement and the
other Loan Documents to which it is a party and the Operative Agreements and to
carry out the terms of this Agreement, the Notes, such other Loan Documents and
Operative Agreements. Each Subsidiary of the Borrower is duly organized, validly
existing and in good standing under the laws of its state of organization and
has all requisite power and authority to own and operate its properties
(including without limitation the assets owned and operated by it).

         8.2      Partnership Interests. The sole general partner of the
Borrower is U.S. Propane. The sole general partner of U.S. Propane is USPLLC. At
the Closing Date, the Borrower does not have any Subsidiary other than the
Subsidiaries of the Borrower as set forth on Schedule 8.2 or any Investments in
any Person (other than as set forth on Schedules 7B.5 or 8.2 or Investments of
the types described in Section 7B.5(i), (ii), (iii) or (vi)).

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<PAGE>

         8.3      Qualification. The Borrower is duly qualified or registered
and is in good standing as a foreign limited partnership for the transaction of
business, and each of the Subsidiaries of the Borrower is duly qualified or
registered and is in good standing as a foreign corporation or partnership, as
the case may be, for the transaction of business, in the states and to the
extent listed in Schedule 8.3, and, except as reflected on Schedule 8.3, on the
Closing Date there are no other jurisdictions in which the nature of their
respective activities or the character of the properties they own, lease or use
makes such qualification or registration necessary and in which the failure so
to qualify or to be so registered would have a Material Adverse Effect. The
Borrower has taken all necessary partnership action to authorize the execution,
delivery and performance by it of this Agreement, the other Financing Documents
to which it is a party and the Operative Agreements. The Borrower has duly
executed and delivered each of this Agreement, the other Loan Documents and the
Operative Agreements to which it is a party, and each of such documents and
agreements and the Notes and the Security Documents constitute the legal, valid
and binding obligation of the Borrower enforceable against it in accordance with
its terms, except as such enforceability may be limited by bankruptcy,
insolvency, moratorium or similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

         8.4      Financial Statements. The Borrower has delivered to the
Administrative Agent complete and correct copies of the audited financial
statements of the Borrower as of August 31, 2003, together with any unaudited
financial statements available or provided to the Borrower for periods after
August 31, 2003. Such financial statements have been prepared in accordance with
GAAP and fairly present in all material respects the financial position of the
Borrower as of the close of the applicable period covered thereby.

         8.5      Actions Pending. There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Borrower, threatened against the
Borrower or the General Partner or any of the Subsidiaries of the Borrower, or
any properties or rights of the Borrower or the General Partner or any of the
Subsidiaries of the Borrower, by or before any court, arbitrator or
administrative or governmental body (i) which questions the validity or
enforceability of this Agreement, the Notes, any other Financing Document or any
Operative Agreement or any action to be taken pursuant to this Agreement, the
Notes, any other Loan Document or any Operative Agreement or (ii) which could
reasonably be expected to result in a Material Adverse Effect.

         8.6      Changes. Except as contemplated by this Agreement, the Notes,
the other Financing Documents or the Operative Agreements or as described in the
Registration Statement or the Memorandum, (i) neither the Borrower nor any of
the Subsidiaries of the Borrower has incurred any material liabilities or
obligations, direct or contingent, nor entered into any material transaction, in
each case other than in the ordinary course of business, and (ii) there has not
been any material adverse change in or effect on the business, assets, financial
condition (including as reflected on the audited financial statements for August
31, 2003) or prospects of the Borrower or any of the Subsidiaries of the
Borrower.

         8.7      Outstanding Indebtedness. Other than the Credit Obligations
represented by the Notes, neither the Borrower nor any of the Subsidiaries of
the Borrower as set forth on Schedule

                                       74
<PAGE>

8.2 has outstanding any Indebtedness except as set forth on Schedule 8.7 and any
such Indebtedness which is indicated in Schedule 8.7 to be paid in full on the
Closing Date will be paid in full at the time of Closing. There exists no
default under the provisions of any instrument evidencing such Indebtedness or
of any agreement relating thereto. On the Closing Date, no instrument or
agreement to which the Borrower or any of the Subsidiaries of the Borrower is a
party or by which the Borrower, any such Subsidiary, or their respective
properties is bound (other than this Agreement and the Note Purchase Agreements
and other than as indicated in Schedule 8.7) will contain any restriction on the
incurrence by the Operating Partnership or any of the Subsidiaries of the
Borrower of additional Indebtedness.

         8.8      Transfer of Assets and Business; Title to Properties.

                  (i)      Except as set forth on Schedule 8.8, the Borrower and
         the Subsidiaries of the Borrower will at the Closing Date be in
         possession of, and operating in compliance with, all franchises,
         grants, authorizations, approvals, licenses, permits, easements,
         rights-of-way, consents, certificates and orders (collectively, the
         "Permits") required (a) to own, lease or use its properties (including
         without limitation to own, lease or use the Assets owned, leased or
         used by it) and (b) considering all such Permits in the possession of,
         and complied with by, the Borrower and its Subsidiaries taken together,
         to permit the conduct of the Business as now conducted and proposed to
         be conducted, except for those Permits (x) which are routine and
         administrative in nature and are expected in the reasonable judgment of
         the Borrower to be obtained or given in the ordinary course of business
         from time to time after the Closing Date, and (y) which, if not
         obtained or given, would not, individually or in the aggregate, present
         a reasonable likelihood of having a Material Adverse Effect,

                  (ii)     Except as set forth on Schedule 8.8, on and after the
         Closing Date, the Borrower and the Subsidiaries of the Borrower will
         have, (i) good and marketable title to, or valid leasehold interests
         in, all of the Assets constituting real property except for defects in,
         or lack of recorded, title and exceptions to leasehold interests that
         either alone or in the aggregate could not reasonably be expected to
         result in a Material Adverse Effect, and (ii) good and sufficient title
         to, or valid rights to use, all of the Assets constituting personal
         property reasonably necessary for the operation of such personal
         property as it is used on the date hereof and proposed to be used in
         the Business, in each case subject to no Liens except such as are
         permitted by Section 7B.3. The Assets owned by the Borrower and the
         Subsidiaries of the Borrower will be all of the assets and properties
         reasonably necessary to enable the Borrower and its Subsidiaries to
         conduct the Business on the Closing Date. Subject to such exceptions as
         would not, individually or in the aggregate, present a reasonable
         likelihood of having a Material Adverse Effect (A) on the date hereof
         the Borrower and its Subsidiaries enjoy, peaceful and undisturbed
         possession under all leases and subleases necessary in any material
         respect for the conduct of the Business, and (B) all such leases and
         subleases are valid and subsisting and are in full force and effect.
         None of the properties or assets of the Borrower or any of the
         Subsidiaries of the Borrower is subject to any Lien other than Liens
         that would be permitted hereunder.

                                       75
<PAGE>

         8.9      Taxes. On the Closing Date each of the Operating Partnership
and its Subsidiaries will have filed all federal, state and other income tax
returns which, to the knowledge of the Borrower, are required to be filed or
will have properly filed for extensions of time for the filing thereof, and has
paid all taxes, assessments and other governmental charges levied upon it or any
of its properties, assets, income or franchises as shown to be due on such
returns, except those which are not past due or are being contested in good
faith in compliance with Section 7A.5. The Borrower is a limited partnership not
subject to taxation with respect to its income or gross receipts under
applicable state laws and that is treated as a pass-through entity for U.S.
federal income tax purposes.

         8.10     Compliance with Other Instruments; Solvency.

                  (i)      On the Closing Date, immediately prior to the
         completion of the transactions contemplated by this Agreement, the
         Notes, the other Loan Documents and the Operative Agreements), neither
         the Borrower nor any of the Subsidiaries of the Borrower will be in
         violation of (a) any provision of its certificate or articles of
         incorporation or other constitutive documents or its by-laws, (b) any
         provision of any agreement or instrument to which it is a party or by
         which any of its properties is bound or (c) any applicable law,
         ordinance, rule or regulation of any Governmental Authority or any
         applicable order, judgment or decree of any court, arbitrator or
         Governmental Authority except (in the case of clauses (b) and (c) above
         only) for such violations which would not, individually or in the
         aggregate, present a reasonable likelihood of having a Material Adverse
         Effect.

                  (ii)     The execution, delivery and performance of this
         Agreement, the Notes, the other Loan Documents and the Operative
         Agreements, and the completion of the transactions contemplated by the
         Registration Statement to occur prior to the Closing Date (including
         without limitation the transactions contemplated by this Agreement, the
         Notes, the other Loan Documents and the Operative Agreements) will not
         violate (a) any provision of the certificate or articles of
         incorporation or other constitutive documents or by-laws of the
         Borrower, the General Partner or any of the Subsidiaries of the
         Borrower, (b) any applicable law, ordinance, rule or regulation of any
         Governmental Authority or any applicable order, judgment or decree of
         any court, arbitrator or Governmental Authority, or (c) any provision
         of any agreement or instrument to which the Borrower, the General
         Partner or any of the Subsidiaries of the Borrower is a party or by
         which any of its properties is bound.

                  (iii)    Upon completion of the transactions contemplated by
         this Agreement, the Notes, the other Loan Documents and the Operative
         Agreements), none of the Borrower, the General Partner or any
         Subsidiary of the Borrower shall (a) be insolvent, (b) be engaged or
         about to engage in business or a transaction at a time the Borrower,
         the General Partner or any Subsidiary of the Borrower could be viewed
         as having unreasonably small capital, or (c) intend to incur, or
         believe that it would incur, debts that would be beyond its ability to
         pay as such debts matured.

                                       76
<PAGE>

         8.11     Governmental Consent. No consent, approval or authorization
of, or declaration or filing with, any Governmental Authority is required for
the valid execution, delivery and performance of this Agreement, the Notes, the
other Loan Documents or the Operative Agreements.

         8.12     Use of Proceeds. None of the proceeds of the Loans will be
used, directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of purchasing or carrying any margin stock (as defined in Section 8.17
hereof) or for the purpose of maintaining, reducing or retiring any indebtedness
which was originally incurred to purchase or carry any stock that is currently a
margin stock or for any other purpose which might constitute this transaction a
"purpose credit" within the meaning of such Regulation U or X. The Borrower nor
anyone acting on their respective behalfs has taken or will take any action
which might cause this Agreement or the Notes to violate Regulation U,
Regulation T or any other regulation of the Board of Governors of the Federal
Reserve System or to violate the Exchange Act, in each case as in effect now or
as the same may hereafter be in effect.

         8.13     ERISA. The Borrower and their respective ERISA Affiliates is
in compliance in all material respects with the applicable provisions of ERISA
and the Code and the regulations and published interpretations thereunder. No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events, could reasonably be expected to
result in a Material Adverse Effect. The present value of all benefit
liabilities under each Plan (based on those assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the last
annual valuation date applicable thereto, exceed by more than $2,000,000 the
fair market value of the assets of such Plan, and the present value of all
benefit liabilities of all underfunded Plans (based on those assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the last annual valuation dates applicable thereto, exceed by more than
$2,000,000 the fair market value of the assets of all such underfunded Plans.

         8.14     Environmental Compliance.

                  (i)      Except where the failure to be in compliance could
         not present a reasonable likelihood of having a Material Adverse
         Effect, as of the date hereof the Borrower and each Subsidiary of the
         Borrower is in compliance with all Environmental Laws applicable to it
         and to the Business or Assets. The Borrower and each Subsidiary of the
         Borrower is in compliance with all franchises, grants, authorizations,
         permits, licenses, and approvals required under Environmental Laws,
         except for any non-compliance or failure to obtain such Permits which
         could not reasonably be expected to have a Material Adverse Effect. The
         Borrower has caused U.S. Propane or the Master Partnership to submit
         timely and complete applications to renew any expired or expiring
         Permits required pursuant to any Environmental Law, except for any
         non-compliance or failure to obtain such permits which could not
         reasonably be expected to have a Material Adverse Effect. All reports,
         documents, or other submissions required by Environmental Laws to be
         submitted by the Borrower to any Governmental Authority or Person have
         been filed by or on behalf of the Borrower, except where the failure to
         do so would not present a reasonable likelihood of having a Material
         Adverse Effect.

                                       77
<PAGE>

                  (ii)     (a) There is no Hazardous Substance present at any of
         the real property currently owned or leased by the Borrower or any of
         the Subsidiaries of the Borrower except to the extent that such
         presence could not reasonably be expected to have a Material Adverse
         Effect, and (b) to the knowledge of the Borrower, there was no
         Hazardous Substance present at any of the real property formerly owned
         or leased by U.S. Propane or the Master Partnership during the period
         of ownership or leasing by such Person; and with respect to such real
         property and subject to the same knowledge and temporal qualifiers
         concerning Hazardous Substances with respect to formerly owned or
         leased real properties, there has not occurred (x) any release, or to
         the knowledge of the Borrower, any threatened release of a Hazardous
         Substance, or (y) any discharge or, to the knowledge of the Borrower,
         any threatened discharge of any Hazardous Substance into the ground,
         surface or navigable waters which discharge or threatened discharge
         violates any federal, state, local or foreign laws, rules or
         regulations concerning water pollution.

                  (iii)    Neither the Borrower nor any of the Subsidiaries of
         the Borrower has disposed of, transported, or arranged for the
         transportation or disposal of any Hazardous Substance where such
         disposal, transportation, or arrangement would give rise to liability
         pursuant to CERCLA or any analogous state statute other than any such
         liabilities that could not reasonably be expected to have a Material
         Adverse Effect.

                  (iv)     Except as disclosed to the Banks in writing, (a) no
         Lien has been asserted by any Governmental Authority or person
         resulting from the use, spill, discharge, removal, or remediation of
         any Hazardous Substance with respect to any real property currently
         owned or leased by U.S. Propane or the Master Partnership or the
         Borrower, and (b) to the knowledge of the Borrower, no such Lien was
         asserted with respect to any of the real property formerly owned or
         leased by Heritage during the period of ownership or leasing of the
         real property by such Person.

                  (v)      (a) There are no underground storage tanks,
         asbestos-containing materials, polychlorinated biphenyls, or urea
         formaldehyde insulation at any of the real property currently owned or
         leased by the Borrower in violation of any Environmental Law, and (b)
         to the knowledge of the Borrower, there were no underground storage
         tanks, asbestos-containing materials, polychlorinated biphenyls, or
         urea formaldehyde insulation at any of the real property formerly owned
         or leased by U.S. Propane or the Master Partnership in violation of any
         Environmental Law during the period of ownership or leasing of such
         real property by such Person.

                  (vi)     As of the date hereof, any propane is stored, used
         and handled by the Borrower and the Subsidiaries of the Borrower in
         compliance with all applicable Environmental Laws except for any
         storage, use or handling of propane that could not reasonably be
         expected to have a Material Adverse Effect.

         8.15     Pre-emptive Rights. There are no pre-emptive rights to which a
holder of a minority interest in any Subsidiary of the Borrower is entitled.

                                       78
<PAGE>

         8.16     Disclosure. This Agreement, the Notes, the other Loan
Documents, the Operative Agreements, the Memorandum and any other document,
certificate or statement furnished to any Bank by or on behalf of the Borrower,
the General Partner or their respective Subsidiaries or Affiliates, in
connection herewith, taken together, do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements contained herein and therein, in light of the circumstances under
which they were made, not misleading. There is no fact known to the Borrower
which has or in the future could reasonably be expected to have (so far as the
Borrower can now foresee) a Material Adverse Effect and which has not been set
forth in this Agreement or in the other documents, certificates and statements
furnished to each the Banks hereunder by or on behalf of the Borrower.

         8.17     Federal Reserve Regulations. Neither the Borrower nor the
Subsidiary of the Borrower will, directly or indirectly, use any of the proceeds
of any Loan for the purpose, whether immediate, incidental or ultimate, of
buying a "margin stock" or of maintaining, reducing or retiring any indebtedness
originally incurred to buy a stock that is currently a "margin stock", or for
any other purpose which might constitute this transaction a "purpose credit"
which is secured "directly or indirectly by margin stock", in each case within
the meaning of Regulation U of the Board of Governors of the Federal Reserve
System (12 C.F.R. 207, as amended), or otherwise take or permit to be taken any
action which would involve a violation of such Regulation U or of Regulation X
(12 C.F.R. 224, as amended) or any other applicable regulation of such Board. No
indebtedness being retired, directly or indirectly, out of the proceeds of the
Loans will be incurred for the purpose of buying or carrying any stock which is
currently a "margin stock", and the Borrower neither owns or has any present
intention of acquiring any amount of such "margin stock".

         8.18     Investment Borrower Act. None of the Borrower or any
Subsidiary of the Borrower is an "investment Borrower", or a Borrower
"controlled" by an "investment Borrower", within the meaning of the Investment
Borrower Act of 1940, as amended.

         8.19     Public Utility Holding Company Act. The Borrower, the General
Partner and each Subsidiary of the Borrower is exempt from all of the provisions
of the Public Utility Holding Company Act of 1935, as amended (the "PUHCA") and
the rules thereunder other than Section 9(a)(2) thereof based upon a no-action
letter from the Commission dated June 19, 1996.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         9.1      Acceleration. If any of the following conditions or events
("Events of Default") shall occur and be continuing for any reason whatsoever
(and whether such occurrence shall be voluntary or involuntary or come about or
be effected by operation of law or otherwise):

                  (i)      the Borrower defaults in the payment of any principal
         of on any Note when the same becomes due and payable, either by the
         terms thereof or otherwise as herein provided; or

                                       79
<PAGE>

                  (ii)     the Borrower defaults in the payment of any interest
         on any Note for more than 5 days after the same becomes due and
         payable; or

                  (iii)    the Borrower or any Subsidiary of the Borrower
         (whether as primary obligor or as guarantor or other surety) defaults
         in any payment of principal of or interest on any Parity Debt or any
         other Indebtedness other than the Notes (including without limitation
         any Capitalized Lease Obligation, any obligation under a conditional
         sale or other title retention agreement, any obligation issued or
         assumed as full or partial payment for property whether or not secured
         by a purchase money mortgage or any obligation under notes payable or
         drafts accepted representing extensions of credit), beyond any period
         of grace provided with respect thereto, or the Borrower or any
         Subsidiary of the Borrower fails to perform or observe any other
         agreement or term or condition contained in any agreement under which
         any such obligation is created (or if any other event thereunder or
         under any such agreement shall occur and be continuing) and the effect
         of such failure or other event is to cause, or to permit the holder or
         holders of such Indebtedness (or a trustee on behalf of such holder or
         holders) to cause, such obligation to become due or to be repurchased
         prior to any stated maturity, provided that the aggregate amount of all
         Indebtedness as to which such a default (payment or other) shall occur
         and be continuing or such a failure or other event causing or
         permitting acceleration (or resale to the Borrower or any Subsidiary of
         the Borrower) shall occur and be continuing exceeds $2,000,000;
         provided, further, that no waiver, modification or amendment relating
         to any such a default (payment or other) or such a failure or other
         event with respect to any Parity Debt or agreement or instrument
         relating to any Parity Debt shall be effective for purposes of this
         clause (iii) if any consideration (other than the payment of reasonable
         attorney's fees) is given, directly or indirectly, by the Borrower or
         any of its Subsidiaries or Affiliates in respect thereof, unless
         substantially the same consideration is given to the holders of the
         Notes; or

                  (iv)     any representation or warranty made in any writing by
         or on behalf of the Borrower, General Partner or the Master Partnership
         in this Agreement, any other Loan Document or any instrument furnished
         pursuant to this Agreement or any Loan Document shall prove to have
         been false or incorrect in any material respect on the date as of which
         made; or

                  (v)      the Borrower fails to perform, observe or comply with
         any agreement contained in Sections 7B.1 through 7B.14; or

                  (vi)     the Borrower fails to perform or observe any other
         agreement, term or condition contained in this Agreement or the other
         Loan Documents and such failure shall not be remedied within 30 days
         after any Responsible Officer obtains actual knowledge or notice
         thereof; or

                  (vii)    the General Partner, the Borrower or any Significant
         Subsidiary Group makes an assignment for the benefit of creditors or is
         generally not paying its debts as such debts become due; or

                                       80
<PAGE>

                  (viii)   any decree or order for relief in respect of the
         General Partner, the Borrower or any Significant Subsidiary Group is
         entered under any bankruptcy, reorganization, compromise, arrangement,
         insolvency, readjustment of debt, dissolution or liquidation or similar
         law, whether now or hereafter in effect (herein called the "Bankruptcy
         Law"), of any jurisdiction; or

                  (ix)     The General Partner, the Borrower or any Significant
         Subsidiary Group petitions or applies to any tribunal for, or consents
         to, the appointment of, or taking possession by, a trustee, receiver,
         custodian, liquidator or similar official of the General Partner, the
         Borrower or any Significant Subsidiary Group, or of any substantial
         part of the assets of the General Partner, the Borrower or any
         Significant Subsidiary Group, or commences a voluntary case under the
         Bankruptcy Law of the United States or any proceedings (other than
         proceedings for the voluntary liquidation and dissolution of the
         General Partner, the Borrower or any Significant Subsidiary Group)
         relating to the General Partner, the Borrower or any Significant
         Subsidiary Group under the Bankruptcy Law of any other jurisdiction; or

                  (x)      any such petition or application is filed, or any
         such proceedings are commenced, against the General Partner, the
         Borrower or any Significant Subsidiary Group and the General Partner,
         the Borrower or any Significant Subsidiary Group by any act indicates
         its approval thereof, consents thereto or acquiesces therein, or an
         order, judgment or decree is entered appointing any such trustee,
         receiver, custodian, liquidator or similar official, or approving the
         petition in any such proceedings, and such order, judgment or decree
         remains unstayed and in effect for more than 30 days; or

                  (xi)     a judgment or judgments for the payment of money in
         excess of $2,000,000 in the aggregate (except to the extent covered by
         insurance as to which the insurer has acknowledged in writing its
         obligation to cover in full) shall be rendered against the Borrower or
         any Subsidiary of the Borrower and either (i) enforcement proceedings
         have been commenced by any creditor upon such judgment or order or (ii)
         within 45 days after entry thereof, such judgment is not discharged or
         execution thereof stayed pending appeal, or within 45 days after the
         expiration of any such stay, such judgment is not discharged; or

                  (xii)    any order, judgment or decree is entered in any
         proceedings against the General Partner, the Borrower or any
         Significant Subsidiary Group decreeing the dissolution of the General
         Partner, the Borrower or any Significant Subsidiary Group and such
         order, judgment or decree remains unstayed and in effect for more than
         30 days or any other event occurs that results in the termination,
         dissolution or winding up of the Borrower, subject to Section 7B.7, the
         General Partner or any Significant Subsidiary Group; or

                  (xiii)   any order, judgment or decree is entered in any
         proceedings against the Borrower or any of its Subsidiaries decreeing a
         split-up of the Borrower or such Subsidiary which requires the
         divestiture of assets representing a substantial part, or the

                                       81
<PAGE>

         divestiture of the stock of a Subsidiary of the Borrower whose assets
         represent a substantial part of the consolidated assets of the Borrower
         and its Subsidiaries (determined in accordance with GAAP) or which
         requires the divestiture of assets, or stock of a Subsidiary of the
         Borrower, which shall have contributed a substantial part of the
         Consolidated Net Income of the Borrower and its Subsidiaries for any of
         the three fiscal years then most recently ended, and such order,
         judgment or decree shall not be dismissed or execution thereon stayed
         pending appeal or review within 45 days after entry thereof, or in the
         event of such a stay, such order, judgment or decree shall not be
         dismissed within 45 days after such stay expires; or

                  (xiv)    any of the Security Documents shall at any time, for
         any reason cease to be in full force and effect or shall fail to
         constitute a valid, perfected first priority Lien with respect to the
         Collateral subject to Liens permitted by the Security Agreement or
         shall be declared to be null and void in whole or in any material
         respect (i.e., relating to the validity or priority of the Liens
         created by the Security Documents or the remedies available thereunder)
         by the judgment of any court or other Governmental Authority having
         jurisdiction in respect thereof, or if the validity or the
         enforceability of any of the Security Documents shall be contested by
         or on behalf of the Borrower, or the Borrower shall renounce any of the
         Security Documents, or deny that it is bound by the terms of any of the
         Security Documents; or

                  (xv)     any of the events described in clauses (a), (b), (c)
         or (d) shall occur: (a) the General Partner shall be engaged in any
         business or activities other than those permitted by the Partnership
         Agreement as in effect from time to time and in accordance with
         Section 7B.8, or (b) U.S. Propane ceases to be the sole general partner
         of the Borrower or the Master Partnership, or (c) the Specified
         Entities shall own, directly or indirectly through Wholly-Owned
         Subsidiaries, in the aggregate less than 51% of the Capital Stock of
         the General Partner; or (d) a Change of Control during not more than
         any twelve (12) month consecutive period of time.

                  (xvi)    an ERISA Event shall have occurred that, when taken
         together with all other such ERISA Events that have occurred, could
         reasonably be expected to result in liability of the Borrower and its
         ERISA Affiliates in an aggregate amount exceeding $2,000,000; or

                  (xvii)   an event of default under any of the Security
         Documents has occurred and is continuing; or

                  (xviii)  the occurrence of an event of default under the La
         Grange Credit Agreement or any other agreement governing secured
         indebtedness of La Grange relating to (a) bankruptcy, reorganization,
         compromise, arrangement, insolvency, readjustment of debt, dissolution
         or liquidation or similar law with respect to La Grange or any of its
         Subsidiaries, beyond any period of grace provided with respect thereto
         in such agreement, (b) non-payment of such secured indebtedness or any
         other indebtedness of LaGrange or any of its Subsidiaries, subject to
         the minimum dollar amount threshold of such indebtedness set forth in
         such agreement, provided that such non-payment continues

                                       82
<PAGE>

         for a period of 3 business days beyond any period of grace provided
         with respect thereto in such agreement, unless, prior to the end of the
         3 business day period, the lenders party to such agreement have
         accelerated the maturity of such indebtedness thereunder or blocked the
         payment or otherwise limited the payment by La Grange of any scheduled
         "restricted payment" distribution in respect of any partnership or
         other equity interest in La Grange, in which case such 3 business-day
         period shall no longer apply, or (c) any financial covenant default
         with respect to La Grange which has not been cured, waived or amended
         within 45 days of the date on notice of such default was given to the
         lenders party to such agreement, unless, prior to the end of the 45-day
         period, the lenders party to such agreement shall have blocked the
         payment or otherwise limited the payment by La Grange of any scheduled
         "restricted payment" distribution in respect of any partnership or
         other equity interest in La Grange or shall have accelerated the
         maturity of such indebtedness, in which case such 45 day period shall
         no longer apply.

         9.2      Remedies. Upon the occurrence of any Event of Default referred
to in (viii), (ix) or (x) of this Section 9.1 the Commitments shall immediately
terminate and the Notes and all other Indebtedness shall be immediately due and
payable, without further notice of any kind. Upon the occurrence of any other
Event of Default, and without prejudice to any right or remedy of the Banks
under this Agreement or the Loan Documents or under applicable Law of under any
other instrument or document delivered in connection herewith, the Banks may (i)
declare the Commitments terminated or (ii) declare the Commitments terminated
and declare the Notes and the other Indebtedness, or any part thereof, to be
forthwith due and payable, whereupon the Notes and the other Indebtedness, or
such portion as is designated by the Banks shall forthwith become due and
payable, without presentment, demand, notice or protest of any kind, all of
which are hereby expressly waived by the Borrower. No delay or omission on the
part of the Banks in exercising any power or right hereunder or under the Notes,
the Loan Documents or under applicable law shall impair such right or power or
be construed to be a waiver of any default or any acquiescence therein, nor
shall any single or partial exercise by the Banks of any such power or right
preclude other or further exercise thereof or the exercise of any other such
power or right by the Banks. In the event that all or part of the Indebtedness
becomes or is declared to be forthwith due and payable as herein provided, the
Banks shall have the right to set off the amount of all the Indebtedness of the
Borrower owing to the Banks against, and shall have, and is hereby granted by
the Borrower, a lien upon and security interest in, all property of each of the
Borrower in the Banks' possession at or subsequent to such default, regardless
of the capacity in which the Banks possess such property, including but not
limited to any balance or share of any deposit, collection or agency account.
After Default all proceeds received by the Banks may be applied to the
Indebtedness in such order of application and such proportions as the Banks, in
their discretion, shall choose. At any time after the occurrence of any Event of
Default, the Banks may, at their option, cause an audit of any and/or all of the
books, records and documents of the Borrower to be made by auditors satisfactory
to the Banks at the expense of the Borrower. The Banks also shall have, and may
exercise, each and every right and remedy granted to them for default under the
terms of the Security Documents and the other Loan Documents.

         9.3      Other Remedies. If any Event of Default or Default shall occur
and be continuing, the holder of any Note may proceed to protect and enforce its
rights under this

                                       83
<PAGE>

Agreement and such Note by exercising such remedies as are available to such
holder in respect thereof under applicable law, either by suit in equity or by
action at law, or both, whether for specific performance of any covenant or
other agreement contained in this Agreement or in aid of the exercise of any
power granted in this Agreement. No remedy conferred in this Agreement upon the
holder of any Note is intended to be exclusive of any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to every other
remedy conferred herein or now or hereafter existing at law or in equity or by
statute or otherwise.

                                    ARTICLE X

                                 LOAN OPERATIONS

         10.1     Interests in Loans/Commitments. The percentage interest of
each Bank in the Loans and Letters of Credit, and the Commitments, shall be
computed based on the maximum principal amount for each Bank as set forth below
(the "Lenders Schedule"):

<TABLE>
<CAPTION>
                                          MAXIMUM                    MAXIMUM WORKING           MAXIMUM
                                     ACQUISITION LOAN                  CAPITAL LOAN          COMMITMENTS     PERCENTAGE
          BANK                          COMMITMENTS                    COMMITMENTS              AMOUNT        INTEREST
          ----                          -----------                    -----------              ------        --------
<S>                                  <C>                             <C>                     <C>             <C>
BOK                                     $16,000,000                    $16,000,000           $ 32,000,000      22.535%
Bank One                                $15,000,000                    $15,000,000           $ 30,000,000      21.127%
MidFirst                                $10,000,000                    $10,000,000           $ 20,000,000      14.085%
Local                                   $ 7,500,000                    $ 7,500,000           $ 15,000,000      10.563%
Fifth Third                             $ 7,500,000                    $ 7,500,000           $ 15,000,000      10.563%
Arvest                                  $ 2,500,000                    $ 2,500,000           $  5,000,000       3.521%
US Bank                                 $12,500,000                    $12,500,000           $ 25,000,000      17.606%

TOTAL                                   $71,000,000                    $71,000,000           $142,000,000     100.000%
</TABLE>

The Lenders Schedule percentage interests, as from time to time in effect and
reflected in the Register, are referred to as the "Percentage Interests" with
respect to all or any portion of the Loans and Letters of Credit, and the
Commitments.

         10.2     Administrative Agent's Authority to Act. Each of the Banks
appoints and authorizes BOk to act for the Banks as Administrative Agent in
connection with the transactions contemplated by this Agreement and the other
Loan Documents on the terms set forth herein. In acting hereunder, such
Administrative Agent is acting for the account of BOk to the extent of its
Percentage Interest and for the account of each other Bank to the extent of such
Bank's Percentage Interest, and all action in connection with the enforcement
of, or the exercise of any remedies (other than the Banks' rights of set-off as
provided herein or in any other Loan Document) in respect of the Loans and the
Indebtedness shall be taken by such Administrative Agent.

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         10.3     Borrower to Pay Administrative Agent. The Borrower shall be
fully protected in making all payments in respect of the Notes evidencing the
Credit Obligations to the Administrative Agent, in relying upon consents,
modifications and amendments executed by such Administrative Agent purportedly
on the Banks' behalf, and in dealing with such Administrative Agent as herein
provided. Upon three (3) Business Days notice, such Administrative Agent may
charge the accounts of the Borrower, on the dates when the amounts thereof
become due and payable, with the amounts of the principal of and interest on the
Loans, including any amounts paid by such Administrative Agent to third parties
under Letters of Credit or drafts presented thereunder, commitment fees, Letter
of Credit issuance fees and processing/application fees pertaining thereto and
all other fees and amounts owing under any Loan Document.

         10.4     Bank Operations for Advances, Letters of Credit.

                  10.4.1   Advances. On the funding date for each Loan, each
         Bank shall advance to the Administrative Agent in immediately available
         funds such Bank's Percentage Interest in the portion of a Loan advanced
         on such funding date prior to 12:00 noon (Tulsa, Oklahoma time). If
         such funds are not received at such time, but all applicable conditions
         set forth in Article VI have been satisfied, each Bank authorizes and
         requests such Administrative Agent to advance for the Bank's account,
         pursuant to the terms hereof, the Bank's respective Percentage Interest
         in such portion of such Loan and agrees to reimburse such
         Administrative Agent in immediately available funds for the amount
         thereof prior to 3:00 p.m. (Tulsa, Oklahoma time) on the day any
         portion of such Loan is advanced hereunder; provided, however, that
         such Administrative Agent is not authorized to make any such advance
         for the account of any Bank who has previously notified the
         Administrative Agent in writing that such Bank will not be performing
         its obligations to make further advances hereunder; and provided,
         further, that such Administrative Agent shall be under no obligation to
         make any such advance.

                  10.4.2   Letters of Credit. Each of the Banks authorizes and
         requests each Letter of Credit Issuer to issue the Letters of Credit
         provided for in Section 2.3 and agrees to purchase a participation in
         each of such Letters of Credit in an amount equal to its Percentage
         Interest in the amount of each such Letter of Credit. Promptly upon the
         request of any Letter of Credit Issuer, each Bank shall reimburse such
         Letter of Credit Issuer in immediately available funds for such Bank's
         Percentage Interest in the amount of all obligations to third parties
         incurred by the Letter of Credit Issuer in respect of each Letter of
         Credit and each draft accepted under a Letter of Credit to the extent
         not timely reimbursed by the Borrower. Each Letter of Credit Issuer
         will notify each Bank (and the Administrative Agent if the
         Administrative Agent is not the Letter of Credit Issuer) of the
         issuance of each Letter of Credit, the amount and date of payment of
         any draft drawn or accepted under a Letter of Credit and whether in
         connection with the payment of any such draft the amount thereof was
         added to the Working Capital Loan or was reimbursed by the Borrower.

                  10.4.3   Administrative Agent to Allocate Payments. All
         payments of principal and interest in respect of the extensions of
         credit made pursuant to this Agreement,

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         reimbursement of amounts paid by each Letter of Credit Issuer to third
         parties under Letters of Credit or drafts presented thereunder,
         commitment fees, Letter of Credit issuance fees and other fees under
         this Agreement (except for the standard Letter of Credit
         application/processing fees of any Letter of Credit Issuer and any fees
         due to the Administrative Agent), which shall not be shared by the
         Banks shall, as a matter of convenience, be made by the Borrower to the
         applicable Letter of Credit Issuer or the applicable Agent, as the case
         may be. The share of each Bank shall be credited to such Bank by the
         Administrative Agent, in immediately available funds in such manner
         that the principal amount of the Loans constituting Credit Obligations
         to be paid shall be paid proportionately in accordance with the Banks'
         respective Percentage Interests in such Loans, except as otherwise
         provided in this Agreement. Under no circumstances shall any Bank be
         required to produce or present its Notes as evidence of its interests
         in the Loans constituting Credit Obligations in any action or
         proceeding relating to the Loans constituting Credit Obligations.

                  10.4.4   Delinquent Banks; Nonperforming Banks. In the event
         that any Bank fails to reimburse the Administrative Agent, pursuant to
         Section 10.4.1 for the Percentage Interest of such Bank (a "Delinquent
         Bank") in any credit advanced by such Administrative Agent pursuant
         hereto, overdue amounts (the "Delinquent Payment") due from the
         Delinquent Bank to such Administrative Agent shall bear interest,
         payable by the Delinquent Bank on demand, at a per annum rate equal to
         (a) the Federal Funds Rate for the first three days overdue and (b) the
         sum of two percentage points (2%) plus the Federal Funds Rate for any
         longer period. Such interest shall be payable to such Administrative
         Agent for its own account for the period commencing on the date of the
         Delinquent Payment and ending on the date the Delinquent Bank
         reimburses such Administrative Agent on account of the Delinquent
         Payment (to the extent not paid by the Borrower as provided below) and
         the accrued interest thereon (the "Delinquency Period"), whether
         pursuant to the assignments referred to below or otherwise. Upon notice
         by such Administrative Agent, the Borrower will pay to such
         Administrative Agent the principal (but not the interest) portion of
         the Delinquent Payment. During the Delinquency Period, in order to make
         reimbursements for the Delinquent Payment and accrued interest thereon,
         the Delinquent Bank shall be deemed to have assigned to such
         Administrative Agent all interest, commitment fees and other payments
         made by the Borrower under Articles II, III and IV hereof that would
         have thereafter otherwise been payable under the Loan Documents to the
         Delinquent Bank. During any other period in which any Bank is not
         performing its obligations to extend credit under Article II hereof (a
         "Nonperforming Bank"), the Nonperforming Bank shall be deemed to have
         assigned to each Bank that is not a Nonperforming Bank (a "Performing
         Bank") such Performing Banks' respective Percentage Interest in all
         principal and other payments made by the Borrower that would have
         thereafter otherwise been payable thereunder to the Nonperforming Bank.
         Such Administrative Agent shall credit a portion of such payments to
         each Performing Bank in an amount equal to the Percentage Interest of
         such Performing Bank in an amount equal to the Percentage Interest of
         such Performing Bank divided by one minus the Percentage Interest of
         the Nonperforming Bank until the respective portions of the Loans owed
         to all the Banks are the same as the Percentage Interests of the Banks
         immediately prior to the failure of the Nonperforming Bank to

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         perform its obligations under Article II hereof. The foregoing
         provisions shall be in addition to any other remedies the
         Administrative Agent, the Performing Banks or the Borrower may have
         under law or equity against the Delinquent Bank as a result of the
         Delinquent Payment or against the Nonperforming Bank as a result of its
         failure to perform its obligations under Article II hereof.

         10.5     Sharing of Payments. To the extent permitted by applicable
Bank Legal Requirements and subject to the provisions of the Intercreditor
Agreement, each Bank agrees that (i) if by exercising any right of set-off or
counterclaim or otherwise, it shall receive payment of (a) a proportion of the
aggregate amount due with respect to its Percentage Interest in the Loans and
Letter of Credit Exposure which is greater than (b) the proportion received by
any other Bank in respect of the aggregate amount due with respect to such other
Bank's Percentage Interest in the Loans and Letter of Credit Exposure and (ii)
if such inequality shall continue for more than 10 days, the Bank receiving such
proportionately greater payment shall purchase participations in the Percentage
Interests in the Loans and Letter of Credit Exposure held by the other Banks,
and such other adjustments shall be made from time to time (including rescission
of such purchases of participations in the event the unequal payment originally
received is recovered from such Bank through bankruptcy proceedings or
otherwise), as may be required so that all such payments of principal and
interest with respect to the Loans and Letter of Credit Exposure held by the
Banks shall be shared by the Banks pro rata in accordance with their respective
Percentage Interests; provided, however, that this Section 10.5 shall not impair
the right of any Bank to exercise any right of set-off or counterclaim it may
have and to apply the amount subject to such exercise to the payment of
Indebtedness of Borrower other than Borrower's Indebtedness with respect to the
Loans and Letter of Credit Exposure. Each Bank that grants a participation in
the Loans and Commitments to a Credit Participant shall require as a condition
to the granting of such participation that such Participant agree to share
payments received in respect of the Indebtedness as provided in this Section
10.5. The provisions of this Section 10.5 are for the sole and exclusive benefit
of the Banks and no failure of any Bank to comply with the terms hereof shall be
available to either Borrower as a defense to the payment of the Loans.

         10.6     Amendments, Consents, Waivers. Except as otherwise set forth
herein, the Administrative Agent may (and upon the written request of the
Required Banks the Administrative Agent shall) take or refrain from taking any
action under this Agreement or any other Loan Document, including giving its
written consent to any modification of or amendment to and waiving in writing
compliance with any covenant or condition in this Agreement or any other Loan
Document or any Default or Event of Default, all of which actions shall be
binding upon all of the Banks; provided, however, that:

                  (i)      Without the written consent of the Banks owning at
         least two thirds (2/3) of the Percentage Interests (other than
         Delinquent Banks during the existence of a Delinquency Period so long
         as such Delinquent Bank is treated the same as the other Banks with
         respect to any actions enumerated below), no written modification of,
         amendment to, consent with respect to, waiver of compliance with or
         waiver of a Default under, any of the Loan Documents shall be made,
         including without limitation, Sections

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         7B.1 through 7B.14 of this Agreement, the related defined terms or this
         Section 10.6(i) shall be made.

                  (ii)     Without the written consent of such Banks as own 100%
         of the Percentage Interests (other than Delinquent Banks during the
         existence of a Delinquency Period so long as such Delinquent Bank is
         treated the same as the other Banks with respect to any actions
         enumerated below):

                           (a)      No reduction shall be made in (A) the amount
                  of principal of any of the Loans or reimbursement obligations
                  for payments made under Letters of Credit, (B) the interest
                  rate on the Loans or (C) the Letter of Credit issuance fees
                  (excluding, however, Letter of Credit processing/application
                  fees, the amount of which shall be within the sole discretion
                  of each Letter of Credit Issuer) or commitment (non-usage)
                  fees.

                           (b)      No change shall be made in the stated time
                  of payment of all or any portion of any of the Loans or
                  interest thereon or reimbursement of payments made under
                  Letters of Credit or fees relating to any of the foregoing
                  payable to all of the Banks and no waiver shall be made of any
                  Default under Section 9.1(i) and (ii) hereof.

                           (c)      No increase shall be made in the amount, or
                  extension of the term, of either Commitment beyond that
                  provided for under Article II.

                           (d)      Except as otherwise provided in the
                  Intercreditor Agreement, no alteration shall be made of the
                  Banks' rights of set-off contained herein or in the other Loan
                  Documents.

                           (e)      Except as otherwise provided in the
                  Intercreditor Agreement, no release of any Collateral shall be
                  made (except that the Collateral Agent may release particular
                  items of Collateral in dispositions permitted by the Security
                  Documents in accordance with the terms and provisions of the
                  Intercreditor Agreement and may release all Collateral upon
                  payment in full of the Loans evidenced by the Notes and
                  termination of the Commitments together with payment of all of
                  the Private Placement Notes and Parity Debt without the
                  written consent of the Banks).

                           (f)      No amendment to or modification of this
                  Section 10.6(ii) shall be made.

         10.7     Administrative Agent's Resignation. The Administrative Agent
may resign at any time by giving at least 30 days' prior written notice of its
intention to do so to each other of the Banks and the Borrower and upon the
appointment by the Required Banks of a successor Administrative Agent
satisfactory to the Borrower. If no successor Administrative Agent shall have
been so appointed and shall have accepted such appointment within 45 days after
the retiring Administrative Agent's giving of such notice of resignation, then
the retiring

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Administrative Agent may with the consent of the Borrower, which shall not be
unreasonably withheld, appoint a successor Administrative Agent which shall be a
bank or a trust company organized under the laws of the United States of America
or any state thereof and having a combined capital, surplus and undivided profit
of at least $50,000,000; provided, however, that any successor Administrative
Agent appointed under this sentence may be removed upon the written request of
the Required Banks, which request shall also appoint a successor Administrative
Agent satisfactory to the Borrower. Upon the appointment of a new Administrative
Agent hereunder, the term "Administrative Agent" shall for all purposes of this
Agreement thereafter mean such successor. After any retiring Administrative
Agent's resignation hereunder as an Administrative Agent, or the removal
hereunder of any successor Administrative Agent, the provisions of this
Agreement shall continue to inure to the benefit of such Administrative Agent as
to any actions taken or omitted to be taken by it while it was an Administrative
Agent under this Agreement.

         10.8     Concerning the Agents.

                  10.8.1   Action in Good Faith. The Agents and their respective
         officers, directors, employees and agents shall be under no liability
         to any of the Banks or to any future holder of any interest in the
         Indebtedness for any action or failure to act taken or suffered in good
         faith, and any action or failure to act in accordance with an opinion
         of its counsel shall conclusively be deemed to be in good faith. The
         Agents shall in all cases be entitled to rely, and shall be fully
         protected in relying, on instructions given to the Agents by the
         Required Holders of the Notes evidencing the Indebtedness as provided
         in this Agreement.

                  10.8.2   No Implied Duties. The Agents shall have and may
         exercise such powers as are specifically delegated to the Agents under
         this Agreement or any other Loan Document together with all other
         powers incidental thereto. The Agents shall have no implied duties to
         any Person or any obligation to take any action under this Agreement or
         any other Loan Document except for action specifically provided for in
         this Agreement or any other Loan Document to be taken by the Agents.
         Before taking any action under this Agreement or any other Loan
         Document, the Agents may request an appropriate specific indemnity
         satisfactory to it from each Bank in addition to the general indemnity
         provided for in Section 10.11. Until the Agents have received such
         specific indemnity, the Agents shall not be obligated to take (although
         such Agent may in its sole discretion take) any such action under this
         Agreement or any other Loan Document. Each Bank confirms that the
         Agents do not have a fiduciary relationship to them under the Loan
         Documents. The Borrower and its Subsidiaries party hereto confirm that
         neither the Agents nor any other Bank has a fiduciary relationship to
         them under the Loan Documents.

                  10.8.3   Validity. The Agents shall not be responsible to any
         Bank or any future holder of any interest in the Loans and Indebtedness
         (a) for the legality, validity, enforceability or effectiveness of this
         Agreement or any other Loan Document, (b) for any recitals, reports,
         representations, warranties or statements contained in or made in
         connection with this Agreement or any other Loan Document, (c) for the
         existence or

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         value of any assets included in any security for the Loans and
         Indebtedness, (d) for the effectiveness of any Lien purported to be
         included in the Collateral, (e) for the specification or failure to
         specify any particular assets to be included in the Collateral, or (f)
         unless the Agents shall have failed to comply with Section 10.8.1, for
         the perfection of the security interests in the Collateral.

                  10.8.4   Compliance. The Agents shall not be obligated to
         ascertain or inquire as to the performance or observance of any of the
         terms of this Agreement or any other Loan Document; and in connection
         with any extension of credit under this Agreement or any other Loan
         Document, the Agents shall be fully protected in relying on a
         certificates of the Borrower as to the fulfillment by the Borrower of
         any conditions to such extension of credit.

                  10.8.5   Employment Agents and Counsel. The Agents may execute
         any of their respective duties as Agents under this Agreement or any
         other Loan Document by or through employees, agents and
         attorneys-in-fact and shall not be responsible to any of the Banks, the
         Borrower for the default or misconduct of any such Agents or
         attorneys-in-fact selected by the Agent acting in good faith. The
         Agents shall be entitled to advice of counsel concerning all matters
         pertaining to the agency hereby created and its duties hereunder or
         under any other Loan Document.

                  10.8.6   Reliance on Documents and Counsel. The Agents shall
         be entitled to rely, and shall be fully protected in relying, upon any
         affidavit, certificate, cablegram, consent, instrument, letter, notice,
         order, document, statement, telecopy, telegram, telex or teletype
         message or writing reasonably believed in good faith by the Agents to
         be genuine and correct and to have been signed, sent or made by the
         Person in question, including any telephonic or oral statement made by
         such Person, and, with respect to legal matters, upon an opinion or the
         advice of counsel selected by such Agent.

                  10.8.7   Agents' Reimbursement. Each of the Banks severally
         agrees to reimburse the Agents, in the amount of such Bank's Percentage
         Interest, for any reasonable expenses not reimbursed by the Borrower
         (without limiting the obligation of the Borrower to make such
         reimbursement): (a) for which the Agents are entitled to reimbursement
         by the Borrower under this Agreement or any other Loan Document, and
         (b) after the occurrence of a Default, for any other reasonable
         expenses incurred by the Agents on the Banks' behalf in connection with
         the enforcement of the Banks' rights under this Agreement or any other
         Loan Document.

         10.9     Rights as a Bank. With respect to any Loan(s) or advance(s)
extended by it hereunder, each of the Agents shall have the same rights,
obligations and powers hereunder as any other Bank and may exercise such rights
and powers as though it were not an Agent, and unless the context otherwise
specifies, the Agents shall be treated in their respective individual capacities
as though they were not the Agents hereunder. Without limiting the generality of
the foregoing, the Percentage Interest of each Agent shall be included in any
computations of Percentage Interests. Each Agent and its Affiliates may accept
deposits from, lend money to, act as trustee for and generally engage in any
kind of banking or trust business with the Borrower, any of its Subsidiaries or
any Affiliate of any of them and any Person who may do business with or own an
equity interest in the Borrower,

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any of its Subsidiaries or any Affiliate of any of them, all as if such Agent
were not one of the Agents and without any duty to account therefor to the other
Banks.

         10.10    Independent Credit Decision. Each of the Banks acknowledges
that it has independently and without reliance upon either of the Agents, based
on the financial statements and other documents referred to in Section 8.4, on
the other representations and warranties contained herein and on such other
information with respect to the Borrower and its Subsidiaries as such Bank
deemed appropriate, made such Bank's own credit analysis and decision to enter
into this Agreement and to make the extensions of credit provided for hereunder.
Each Bank represents to the Agents that such Bank will continue to make its own
independent credit and other decisions in taking or not taking action under this
Agreement or any other Loan Document. Each Bank expressly acknowledges that
neither the Agents nor any of their respective officers, directors, employees,
Agents, attorneys-in-fact or Affiliates has made any representations or
warranties to such Bank, and no act by either of the Agents taken under this
Agreement or any other Loan Document, including any review of the affairs of the
Borrower and its Subsidiaries, shall be deemed to constitute any representation
or warranty by either of the Agents. Except for notices, reports and other
documents expressly required to be furnished to each Bank by the Administrative
Agent under this Agreement or any other Loan Document, the Agents shall not have
any duty or responsibility to provide any Bank with any credit or other
information concerning the business, operations, property, condition, financial
or otherwise, or creditworthiness of the Borrower or any Subsidiary which may
come into the possession of either of the Agents or any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

         10.11    Indemnification. The holders of the Indebtedness shall
indemnify the Agents and their respective officers, directors, employees and
Agents (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), pro rata in accordance with their
respective Percentage Interests, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time be
imposed on, incurred by or asserted against either of the Agents or such Persons
relating to or arising out of this Agreement, any other Loan Document, the
transactions contemplated hereby or thereby, or any action taken or omitted by
either of the Agents in connection with any of the foregoing; provided, however,
that the foregoing shall not extend to actions or omissions which are taken by
either or both of the Agents with gross negligence or willful misconduct.

         10.12    Procedure for Commitment Increases and Additional Banks. This
Agreement permits certain increases in a Bank's Commitments and the admission of
Additional Banks providing new Commitments, it being acknowledged that the
existing aggregate Maximum Commitment Amount of the Banks listed in the Lenders
Schedule is $142,000,000 and that this Agreement (without further amendment or
modification) contemplates and permits Commitments in the aggregate maximum
amount of $150,000,000. Any amendment hereto for such an increase or addition
shall be in the form attached hereto as Exhibit 10.12 and shall only require the
written signatures of the Administrative Agent, the Borrower and the Bank(s)
being

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added or increasing their Commitments. In addition, within a reasonable time
after the effective date of any increase, the Administrative Agent shall, and is
hereby authorized and directed to, revise the Lenders Schedule reflecting such
increase and shall distribute such revised Lenders Schedule to each of the Banks
and the Borrowers, whereupon such revised Lenders Schedule shall replace the old
Lenders Schedule and become part of this Agreement. On the Business Day
following any such increase, all outstanding Base Rate Loans shall be
reallocated among the Banks (including any newly added Banks) in accordance with
the Banks' respective revised Percentage Interests. Eurodollar Loans shall not
be reallocated among the Banks prior to the expiration of the applicable
Eurodollar Interest Period in effect at the time of any such increase.

                                   ARTICLE XI

                           ASSIGNMENTS/PARTICIPATIONS

         11.      Successors and Assigns; Bank Assignment and Participations.
Any reference in this Agreement to any party hereto shall be deemed to include
the successors and assigns of such party, and all covenants and agreements by or
on behalf of the Borrower, the Agents or the Banks that are contained in this
Agreement or any other Loan Documents shall bind and inure to the benefit of
their respective successors and assigns; provided, however, that (a) the
Borrower may not assign its rights or obligations under this Agreement except
for mergers or liquidations permitted by Section 7B.7, and (b) the Banks shall
be not entitled to assign their respective Percentage Interests in the Loans
evidenced by the Notes hereunder except as set forth below in this Section 11.

         11.1     Assignments by Banks.

                  11.1.1   Assignees and Assignment Procedures. Each Bank may
         (i) without the consent of the Agents or the Borrower if the proposed
         assignee is already a Bank hereunder or a Wholly Owned Subsidiary of
         the same corporate parent of which the assigning Bank is a Subsidiary,
         or (ii) otherwise with the consents of the Agents and (so long as no
         Event of Default exists) the Borrower (which consents will not be
         unreasonably withheld), in compliance with applicable laws in
         connection with such assignment, assign to one or more commercial banks
         or other financial institutions (each, an "Assignee") all or a portion
         of its interests, rights and obligations under this Agreement and the
         other Loan Documents, including all or a portion, which need not be pro
         rata among the Loans and the Letter of Credit Exposure, of its
         Commitments, the portion of the Loans and Letter of Credit Exposure at
         the time owing to it and the Notes held by it, but excluding its rights
         and obligations as one of the Agents; provided, however, that:

                           (i)      the aggregate amount of the Commitments of
                  the assigning Bank subject to each such assignment to any
                  Assignee other than another Bank (determined as of the date
                  the Assignment and Acceptance with respect to such assignment
                  is delivered to the Administrative Agent) shall be not less
                  than $1,000,000 and in increments of $500,000; and

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                           (ii)     the parties to each such assignment shall
                  execute and deliver to the Administrative Agent an Assignment
                  and Acceptance (the "Assignment and Acceptance") in the form
                  satisfactory to the Administrative Agent and the Collateral
                  Agent, together with the Note or Notes subject to such
                  assignment and a processing and recordation fee of $500
                  payable to the Administrative Agent by the assigning Bank or
                  the Assignee.

                           Upon acceptance and recording pursuant to Section
                  11.1.4, from and after the effective date specified in each
                  Assignment and Acceptance (which effective date shall be at
                  least five (5) Banking Days after the execution thereof unless
                  waived in writing by the Administrative Agent):

                                    (A)      the Assignee shall be a party
                           hereto and, to the extent provided in such Assignment
                           and Acceptance, have the rights and obligations of a
                           Bank under this Agreement; and

                                    (B)      the assigning Bank shall, to the
                           extent provided in such assignment, be released from
                           its obligations under this Agreement (and, in the
                           case of an Assignment and Acceptance covering all or
                           the remaining portion of an assigning Bank's rights
                           and obligations under this Agreement, such Bank shall
                           cease to be a party hereto but shall continue to be
                           entitled to the benefits of the Applicable Rate
                           provisions hereof, as well as to any fees accrued for
                           its account hereunder and not yet paid).

                  11.1.2   Terms of Assignment and Acceptance. By executing and
         delivering an Assignment and Acceptance, the assigning Bank and
         Assignee shall be deemed to confirm to and agree with each other and
         the other parties hereto as follows:

                           (a)      other than the representation and warranty
                  that it is the legal and beneficial owner of the interest
                  being assigned thereby free and clear of any adverse claim,
                  such assigning Bank makes no representation or warranty and
                  assumes no responsibility with respect to any statements,
                  warranties or representations made in or in connection with
                  this Agreement or the execution, legality, validity,
                  enforceability, genuineness, sufficiency or value of this
                  Agreement, any other Loan Document or any other instrument or
                  document furnished pursuant hereto;

                           (b)      such assigning Bank makes no representation
                  or warranty and assumes no responsibility with respect to the
                  financial condition of the Borrower and its Subsidiaries or
                  the performance or observance by the Borrower or any of its
                  Subsidiaries of any of its obligations under this Agreement,
                  any other Loan Document or any other instrument or document
                  furnished pursuant hereto;

                           (c)      such Assignee confirms that it has received
                  a copy of this Agreement, together with copies of the most
                  recent quarterly or annual financial statements delivered
                  pursuant to Section 7A.1 and such other documents and

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                  information as it has deemed appropriate to make its own
                  credit analysis and decision to enter into such Assignment and
                  Acceptance;

                           (d)      such Assignee will independently and without
                  reliance upon the Administrative Agent, such assigning Bank or
                  any other Bank, and based on such documents and information as
                  it shall deem appropriate at the time, continue to make its
                  own credit decisions in taking or not taking action under this
                  Agreement;

                           (e)      such Assignee appoints and authorizes the
                  Administrative Agent to take such action as the Administrative
                  Agent on its behalf and to exercise such powers under this
                  Agreement as are delegated to the Administrative Agent by the
                  terms hereof, together with such powers as are reasonably
                  incidental thereto; and

                           (f)      such Assignee agrees that it will perform in
                  accordance with the terms of this Agreement all the
                  obligations which are required to be performed by it as a
                  Bank.

                  11.1.3   Register. The Administrative Agent, shall maintain at
         its main Tulsa, Oklahoma, banking office a register (the "Register")
         for the recordation of (a) the names and addresses of the Banks and the
         Assignees which assume rights and obligations pursuant to an assignment
         under Section 11.1.1, (b) the Percentage Interest of each such Bank as
         set forth in Section 11.1 and (c) the amount of the Loans and Letter of
         Credit Exposure owing to each Bank from time to time. The entries in
         the Register shall be conclusive, in the absence of manifest error, and
         the Borrower, BOK, as such Administrative Agent and the Banks may treat
         each Person whose name is registered therein for all purposes as a
         party to this Agreement. The Register shall be available for inspection
         by the Borrower or any Bank at any reasonable time and from time to
         time upon reasonable prior notice.

                  11.1.4   Acceptance of Assignment and Assumption. Upon its
         receipt of a completed Assignment and Acceptance executed by an
         assigning Bank and an Assignee, in exchange for the Notes subject to
         such assignment, together with the Note or Notes subject to such
         assignment, and the processing and recordation fee referred to in
         Section 11.1.1, the Administrative Agent shall (a) accept such
         Assignment and Acceptance, (b) record the information contained therein
         in the Register and (c) give prompt notice thereof to the Borrower.
         Within five (5) Business Days after receipt of notice, the Borrower, at
         its own expense, shall execute and deliver to the Administrative Agent,
         in exchange for the surrendered Note or Notes, a new Note or Notes to
         the order of such Assignee in a principal amount equal to the
         applicable Commitments and Loans assumed by it pursuant to such
         Assignment and Acceptance and, if the assigning Bank has retained
         Commitments and Loans, a new Note or Notes to the order of such
         assigning Bank in a principal amount equal to the applicable
         Commitments and its Percentage Interest in the Loans retained by it.
         Such new Note or Notes shall be in an aggregate principal amount equal
         to the aggregate principal amount of such surrendered Note or Notes,
         and shall be dated the date of the surrendered Note or Notes which it
         or they replace. All such Notes so replaced shall be delivered by the
         Administrative Agent to the Borrower or,

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         alternatively, at such Administrative Agent's election, marked
         appropriately to evidence the replacement thereof by such replacement
         Note(s).

                  11.1.5   Federal Reserve Bank. Notwithstanding the foregoing
         provisions of this Section 11, any Bank may at any time pledge or
         assign all or any portion of such Bank's rights under this Agreement
         and the other Loan Documents to a Federal Reserve Bank; provided,
         however, that no such pledge or assignment shall release such Bank from
         such Bank's obligations hereunder or under any other Loan Document.

                  11.1.6   Further Assurances. The Borrower and its Subsidiaries
         shall sign such documents and take such other actions from time to time
         reasonably requested by an Assignee to enable it to share in the
         benefits of the rights created by the Loan Documents.

         11.2     Credit Participants. Each Bank may, without the consent of the
Borrower and with the consent of the Administrative Agent, in compliance with
applicable laws in connection with such participation, sell to one or more
commercial banks or other financial institutions (each a "Credit Participant")
participations in all or a portion of its interests, rights and obligations
under this Agreement and the other Loan Documents (including all or a portion of
its Commitments, the Loans and Letter of Credit exposure owing to it and the
Notes held by it); provided, however, that:

                  (i)      such Bank's obligations under this Agreement shall
         remain unchanged;

                  (ii)     such Bank shall remain solely responsible to the
         other parties hereto for the performance of such obligations;

                  (iii)    the Credit Participant shall be entitled to the
         benefit of any cost protection provisions contained in the Credit
         Agreement, but shall not be entitled to receive any greater payment
         thereunder than the selling Bank would have been entitled to receive
         with respect to the interest so sold if such interest had not been
         sold; and

                  (iv)     the Borrower, the Administrative Agent and the other
         Banks shall continue to deal solely and directly with such Bank in
         connection with such Bank's rights and obligations under this
         Agreement, and such Bank shall retain the sole right as one of the
         Banks to vote with respect to the enforcement of the obligations of the
         Borrower relating to the Loans and Letter of Credit Exposure and the
         approval of any amendment, modification or waiver of any provision of
         this Agreement (other than amendments, modifications, consents or
         waivers described in Section 10.6(ii)).

         Borrower agrees, to the fullest extent permitted by applicable law,
         that any Credit Participant and any Bank purchasing a participation
         from another Bank pursuant to Section 11.1 may exercise all rights of
         payment (including the right of set-off), with respect to its
         participation as fully as if such Credit Participant or such Bank were
         the direct creditor of the Borrower and a Bank hereunder in the amount
         of such participation. Upon receipt of notice of the address of each
         Credit Participant, the Borrower shall thereafter supply such Credit
         Participants with the same information and reports

                                       95
<PAGE>

         communicated to the Banks. The Borrower hereby acknowledges and agrees
         that Credit Participants shall be deemed a holder of the applicable
         Notes to the extent of their respective participation, and the Borrower
         hereby waives its right, if any, to offset amounts owing to the
         Borrower from the Banks against each Credit Participant's portion of
         the applicable Notes.

         11.3     Replacement of Bank. In the event that any Bank or, to the
extent applicable, any Credit Participant (the "Affected Bank"):

                  (a)      fails to perform its obligations to fund any portion
         of the Loans or to issue any Letter of Credit when required to do so by
         the terms of the Loan Documents, or fails to provide its portion of any
         Eurodollar Pricing Option pursuant to Section 3.2.1 or on account of a
         Bank Legal Requirement as contemplated by Section 3.2.5;

                  (b)      demands payment under the Reserve provisions of
         Section 3.5, the Tax provisions of Section 3.6, the Capital Adequacy
         provisions of Section 3.7 or the Regulatory Change provisions in
         Section 3.8 in an amount the Borrower deems materially in excess of the
         amounts with respect thereto demanded by the other Banks; or

                  (c)      refuses to consent to a proposed amendment,
         modification, waiver or other action requiring consent of the holders
         of 100% of the Percentage Interests under Section 10.6(ii) that is
         consented to by the other Banks;

then, so long as no Event of Default exists, the Borrower shall have the right
to seek a replacement Bank which is reasonably satisfactory to the
Administrative Agent (the "Replacement Bank"). The Replacement Bank shall
purchase the interests of the Affected Bank in the Loans, Letters of Credit and
its Commitments and shall assume the obligations of the Affected Bank hereunder
and under the other Loan Documents upon execution by the Replacement Bank of an
Assignment and Acceptance and the tender by it to the Affected Bank of a
purchase price agreed between it and the Affected Bank (or, if they are unable
to agree, a purchase price in the amount of the Affected Bank's Percentage
Interest in the Loans and Letter of Credit Exposure, or appropriate credit
support for contingent amounts included therein, and all other outstanding
Credit Obligations then owed to the Affected Bank). Such assignment by the
Affected Bank shall be deemed an early termination of any Eurodollar Pricing
Option to the extent of the Affected Bank's portion thereof, and the Borrower
will pay to the Affected Bank any resulting amounts due under Section 3.2.4.
Upon consummation of such assignment, the Replacement Bank shall become party to
this Agreement as a signatory hereto and shall have all the rights and
obligations of the Affected Bank under this Agreement and the other Loan
Documents with a Percentage Interest equal to the Percentage Interest of the
Affected Bank, the Affected Bank shall be released from its obligations
hereunder and under the Loan Documents, and no further consent or action by any
party shall be required. Upon the consummation of such assignment, the Borrower,
the Administrative Agent and the Affected Bank shall make appropriate
arrangements so that a new Note or Notes are issued to the Replacement Bank. The
Borrower shall sign such documents and take such other actions reasonably
requested by the Replacement Bank to enable it to share in the benefits of the
rights created by the Loan Documents. Until the consummation of an assignment in
accordance with the foregoing

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provisions of this Section 11.3, the Borrower shall continue to pay the Affected
Bank any Loan Obligations as they become due and payable.

                                   ARTICLE XII

                                  MISCELLANEOUS

         12.1     Notices. Unless otherwise provided herein, all notices,
requests, consents and demands shall be in writing and shall be either
hand-delivered (by courier or otherwise) or mailed by certified mail, postage
prepaid, or sent by facsimile transmission (confirmed as aforesaid) to the
respective addresses specified below, or, as to any party, to such other address
as may be designated by it in notice to the other parties in accordance with
this Section 12.1:

                  If to the Borrower, to:

                           Heritage Operating, L.P.
                           8801 South Yale Avenue, Suite 310
                           Tulsa, Oklahoma 74137
                           Attention: Chief Financial Officer
                           FAX: (918) 493-7290

                  If to the Banks, to:

                           Bank of Oklahoma, National Association
                           P. O. Box 2300
                           Bank of Oklahoma Tower
                           One Williams Center
                           Tulsa, Oklahoma 74192
                           Attention: Energy Department - 8th Floor
                           FAX: (918) 588-6880

The Administrative Agent, is hereby designated and appointed and shall serve as
notice agent for all of the Banks insofar as notices hereunder are concerned and
notice to the Administrative Agent shall be deemed notice to each of the Banks
with the same force and effect as if each such Bank were individually notified
in accordance herewith. All notices, requests, consents and demands hereunder
will be effective when hand-delivered to the applicable notice address set forth
above or when mailed by certified mail, postage prepaid, addressed as aforesaid.

         12.2     Place of Payment. All sums payable hereunder shall be paid in
immediately available funds to the Administrative Agent, at its Tulsa, Oklahoma
main banking offices, or at such other place as such Administrative Agent shall
notify the Borrower in writing. If any interest, principal or other payment
falls due on a date other than a Business Day, then (unless otherwise provided
herein) such due date shall be extended to the next succeeding Business Day, and
such extension of time will in such case be included in computing interest, if
any, in connection with such payment.

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         12.3     Survival of Agreements. All covenants, agreements,
representations and warranties made herein shall survive the execution and the
delivery of Loan Documents. All statements contained in any certificate or other
instrument delivered by the Borrower hereunder shall be deemed to constitute
representations and warranties by the Borrower.

         12.4     Parties in Interest. All covenants, agreements and obligations
contained in this Agreement shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto, except that the
Borrower may not assign their rights or obligations hereunder without the prior
written consent of the Banks.

         12.5     Governing Law and Jurisdiction. This Agreement and the Notes
shall be deemed to have been made or incurred and delivered under the laws of
the State of Oklahoma and shall be construed and enforced in accordance with and
governed by the Laws of Oklahoma.

         12.6     SUBMISSION TO JURISDICTION. THE BORROWER HEREBY CONSENTS TO
THE JURISDICTION OF ANY OF THE LOCAL, STATE, AND FEDERAL COURTS LOCATED WITHIN
TULSA COUNTY, OKLAHOMA AND WAIVES ANY OBJECTION WHICH BORROWER MAY HAVE BASED ON
IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY
SUCH COURT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON ANY OF THEM,
AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY MAIL OR MESSENGER
DIRECTED TO ANY OF THEM AT THE ADDRESS SET FORTH IN SUBSECTION 12.1 HEREOF AND
THAT SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL
RECEIPT OR THREE (3) BUSINESS DAYS AFTER MAILED OR DELIVERED BY MESSENGER.

         12.7     Maximum Interest Rate. Regardless of any provision herein, the
Banks shall never be entitled to receive, collect or apply, as interest on the
Indebtedness any amount in excess of the maximum rate of interest permitted to
be charged by the Banks by applicable Law, and, in the event the Banks shall
ever receive, collect or apply, as interest, any such excess, such amount which
would be excessive interest shall be applied to other Indebtedness and then to
the reduction of principal; and, if all other Indebtedness and principal are
paid in full, then any remaining excess shall forthwith be paid to the Borrower.

         12.8     No Waiver; Cumulative Remedies. No failure to exercise, and no
delay in exercising, on the part of the Banks, any right, power or privilege
hereunder or under any other Loan Document or applicable Law shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege of the Banks. The rights and remedies herein provided are cumulative
and not exclusive of any other rights or remedies provided by any other
instrument or by law. No amendment, modification or waiver of any provision of
this Agreement or any other Loan Document shall be effective unless the same
shall be in writing and signed by the Banks. No notice to or demand on the
Borrower in any case shall entitle the Borrower to any other or further notice
or demand in similar or other circumstances.

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<PAGE>

         12.9     Costs. The Borrower agrees to pay to the Banks on demand all
reasonable costs, fees and expenses (including without limitation reasonable
attorneys fees and legal expenses) incurred or accrued by the Banks in
connection with the negotiation, preparation, execution, delivery, filing,
recording, facilitation, administration and enforcement of this Agreement, the
Notes, the Security Documents, the Intercreditor Agreement and the other Loan
Documents, or any amendment, waiver, consent, supplement, restatement or
modification hereof or hereto or thereto or thereof, or any enforcement thereof
or otherwise relating to this Agreement. The Borrower further agrees that the
fees and expenses of the Banks, including the Agents, incurred in connection
with the negotiation and preparation of this Agreement and the other Loan
Documents shall be paid regardless of whether or not the transactions provided
for in this Agreement are eventually closed and regardless of whether or not any
or all sums evidenced by the Notes are advanced to the Borrower by the Banks.

         12.10    WAIVER OF JURY. BORROWER FULLY, VOLUNTARILY AND EXPRESSLY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED (OR WHICH MAY IN THE FUTURE BE DELIVERED) IN
CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN
CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE SECURITY DOCUMENTS. BORROWER
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

         Borrower acknowledges that it have been informed by the Agents that the
provisions of this Section 12.10 constitute a material inducement upon which
each of the Banks has relied and will rely in entering into this Agreement and
the other Loan Documents, and that Borrower has reviewed the provisions of this
Section 12.10 with its legal counsel. Any of the Banks, the Agents or the
Borrower may file an original counterpart or copy of this Section 12.10 with any
court or Tribunal as written evidence of the express consent of the Borrower,
the Agents and the Banks to the waiver of their rights to trial by jury.

         12.11    Full Agreement. This Agreement and the other Loan Documents
contain the full agreement of the parties and supersede all negotiations and
agreements prior to the date hereof.

         12.12    Headings. The article and section headings of this Agreement
are for convenience of reference only and shall not constitute a part of the
text hereof nor alter or otherwise affect the meaning hereof.

         12.13    Severability. The unenforceability or invalidity as determined
by a court of competent jurisdiction, of any provision or provisions of this
Agreement shall not render unenforceable or invalid any other provision or
provisions hereof.

         12.14    Exceptions to Covenants. The Borrower shall not be deemed to
be permitted to take any action or fail to take any action which is permitted as
an exception to any of the covenants contained herein or which is within the
permissible limits of any of the covenants

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<PAGE>

contained herein if such action or omission would result in the breach of any
other covenant contained herein.

         12.15    Conflict with Security Documents. To the extent the terms and
provisions of any of the Security Documents are in conflict with the terms and
provisions hereof, this Agreement shall be deemed controlling.

         12.16    Confidentiality. Each Bank will make no disclosure of
confidential information furnished to it by the Borrower or any of its
Subsidiaries unless such information shall have become public, except:

                  (i)      in connection with operations under or the
         enforcement of this Agreement or any other Loan Document;

                  (ii)     pursuant to any statutory or regulatory requirement
         or any mandatory court order, subpoena or other legal process;

                  (iii)    to any parent or corporate Affiliate of such Bank or
         to any Credit Participant, proposed Credit Participant or proposed
         Assignee; provided, however, that any such Person shall agree to comply
         with the restrictions set forth in this Section 12.16 with respect to
         such information;

                  (iv)     to its independent counsel, auditors and other
         professional advisors with an instruction to such Person to keep such
         information confidential; and

                  (v)      with the prior written consent of the Borrower, to
         any other Person.

                  12.17    Existing Credit Agreement. This Agreement amends,
         modifies and replaces the Existing Credit Agreement in all respects and
         refinances the Obligations defined therein; provided, however the liens
         and the priorities thereof granted in the Existing Credit Agreement and
         the Security Documents therein described and defined (including the
         Security Agreement) are hereby ratified, confirmed and continued in
         full force and effect for all purposes without any interruption
         whatsoever.

                  12.18    USA PATRIOT Act Notice. IMPORTANT INFORMATION ABOUT
         PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the
         funding of terrorism and money laundering activities, federal law
         requires all financial institutions to obtain, verify, and record
         information that identifies each person or entity that opens an
         account, including any deposit account, treasury management account,
         loan, other extension of credit, or other financial services product.
         What this means for borrowers: When a borrower opens an account, the
         Bank will ask for the borrower's name, residential address, tax
         identification number, and other information that will allow the Bank
         to identify the borrower, including the borrower's date of birth if the
         borrower is an individual. The Bank may also ask, if the borrower is an
         individual, to see the borrower's driver's license or other identifying
         documents, and, if the borrower is not an individual, to see the
         borrower's legal organizational documents or other identifying
         documents. The Bank will verify and record the information the

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<PAGE>

         Bank obtains from the borrower pursuant to the USA PATRIOT Act, and
         will maintain and retain that record in accordance with the regulations
         promulgated under the USA PATRIOT Act.

                  12.19    Not a Reportable Transaction. The parties signatory
         hereto acknowledge and stipulate and the Borrower represents to the
         Administrative Agent, the Co-Agent and the Banks that the transactions
         contemplated by this Agreement do not constitute a "Reportable Event"
         as that term is described and defined in regulations of the Treasury
         Department of the United States.

                  12.20    Counterparts. This Agreement may be executed in any
         number of counterparts, all of which taken together shall constitute
         one and the same instrument. Delivery of an executed counterpart of a
         signature page of this Agreement by telecopier or facsimile shall be as
         effective as delivery of a manually executed counterpart hereof.

                            SIGNATURE PAGES TO FOLLOW

                                      101
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Tulsa, Oklahoma, effective as of the day and year
first above written.

                                             "Borrower"

                                             HERITAGE OPERATING, L.P., a
                                             Delaware limited partnership

                                             By: U.S. Propane, L.P., a Delaware
                                                 limited partnership, its
                                                 general partner

                                                 By: U.S. Propane, L.L.C., a
                                                     Delaware limited liability
                                                     company, its general
                                                     partner

                                                     By: _______________________
                                                         Michael L. Greenwood
                                                         Vice President and
                                                         Chief Financial Officer

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Tulsa, Oklahoma, effective as of the day and year
first above written.

                                                      "Banks"

                                                      BANK OF OKLAHOMA, NATIONAL
                                                      ASSOCIATION

                                                      By_______________________
                                                           T. Coy Gallatin,
                                                           Senior Vice President

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Tulsa, Oklahoma, effective as of the day and year
first above written.

                                                      LOCAL OKLAHOMA BANK

                                                      By________________________
                                                      Name:_____________________
                                                      Title:____________________

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Tulsa, Oklahoma, effective as of the day and year
first above written.

                                                      MIDFIRST BANK

                                                      By________________________
                                                      Name:_____________________
                                                      Title:____________________

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Tulsa, Oklahoma, effective as of the day and year
first above written.

                                                      BANK ONE, NA

                                                      By________________________
                                                      Name:_____________________
                                                      Title:____________________

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Tulsa, Oklahoma, effective as of the day and year
first above written.

                                                      ARVEST BANK

                                                      By________________________
                                                      Name:_____________________
                                                      Title:____________________

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Tulsa, Oklahoma, effective as of the day and year
first above written.

                                                  U.S. BANK NATIONAL ASSOCIATION

                                                  By____________________________
                                                  Name:_________________________
                                                  Title:________________________

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Tulsa, Oklahoma, effective as of the day and year
first above written.

                                                      FIFTH THIRD BANK

                                                      By________________________
                                                      Name:_____________________
                                                      Title:____________________

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Tulsa, Oklahoma, effective as of the day and year
first above written.

                                                      "Administrative Agent"

                                                      BANK OF OKLAHOMA, NATIONAL
                                                      ASSOCIATION

                                                      By________________________
                                                          T. Coy Gallatin,
                                                          Senior Vice President

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Tulsa, Oklahoma, effective as of the day and year
first above written.

                                                      "Co-Agent"

                                                      __________________________

                                                      By________________________
                                                      Name:_____________________
                                                      Title:____________________