<PAGE>

                                                                  EXHIBIT 10.2.8

                            HERITAGE OPERATING, L.P.

                            SIXTH AMENDMENT AGREEMENT

      Re:       Note Purchase Agreement dated as of June 25, 1996
              Note Purchase Agreement dated as of November 19, 1997
               Note Purchase Agreement dated as of August 10, 2000

                                                                     Dated as of
                                                               November 18, 2003

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

Ladies and Gentlemen:

         Reference is made to

                           (i)      the Note Purchase Agreement dated as of June
         25, 1996 (the "Original 1996 Agreement"), among Heritage Operating,
         L.P., a Delaware limited partnership (the "Company") and the Purchasers
         named in the Purchaser Schedule attached thereto, as amended by a
         letter agreement (the "Letter Agreement") dated July 25, 1996, a First
         Amendment Agreement (the "First Amendment Agreement") dated as of
         October 15, 1998, a Second Amendment Agreement (the "Second Amendment
         Agreement") dated as of September 1, 1999, a Third Amendment Agreement
         (the "Third Amendment Agreement") dated as of May 31, 2000, a Fourth
         Amendment Agreement (the "Fourth Amendment Agreement") dated as of
         August 10, 2000, and a Fifth Amendment Agreement (the "Fifth Amendment
         Agreement") dated as of December 28, 2000 (said Original 1996
         Agreement, as amended by the Letter Agreement, the First Amendment
         Agreement, the Second Amendment Agreement, the Third Amendment
         Agreement, the Fourth Amendment Agreement and the Fifth Amendment
         Agreement, being hereinafter referred to as the "Outstanding 1996
         Agreement") under and pursuant to which the Company issued, and there
         are presently outstanding, $96,000,000 aggregate principal amount of
         its 8.55% Senior Secured Notes due June 30, 2011 (the "1996 Notes");
         and

                           (ii)     the Note Purchase Agreement dated as of
         November 19, 1997 (the "Original 1997 Agreement"), among the Company
         and the Purchasers named in the Initial Purchaser Schedule attached
         thereto, as amended by the First Amendment Agreement dated as of
         October 15, 1998, a Second Amendment Agreement (the "Second Amendment
         Agreement") dated as of September 1, 1999, a Third Amendment Agreement

<PAGE>

         (the "Third Amendment Agreement") dated as of May 31, 2000, a Fourth
         Amendment Agreement (the "Fourth Amendment Agreement") dated August 10,
         2000 and a Fifth Amendment Agreement (the "Fifth Amendment Agreement")
         dated as of December 28, 2000 (said Original 1997 Agreement, as so
         amended by the First Amendment Agreement, the Second Amendment
         Agreement, the Third Amendment Agreement, the Fourth Amendment
         Agreement and the Fifth Amendment Agreement, being hereinafter referred
         to as the "Amended Original 1997 Agreement"), under and pursuant to
         which the Company issued, and there are presently outstanding,
         $12,000,000 aggregate principal amount of its 7.17% Series A Senior
         Secured Notes due November 19, 2009 (the "Series A Notes") and
         $20,000,000 aggregate principal amount of its 7.26% Series B Senior
         Secured Notes due November 19, 2012 (the "Series B Notes"), as
         supplemented by the First Supplemental Note Purchase Agreement dated as
         of March 13, 1998 (the "First Supplemental Agreement") among the
         Company and the Purchasers named in the Supplemental Purchaser Schedule
         attached thereto, under and pursuant to which the Company issued, and
         there are presently outstanding, $2,142,857, aggregate principal amount
         of its 6.50% Series C Senior Secured Notes due March 13, 2007 (the
         "Series C Notes") (the Amended Original 1997 Agreement as supplemented
         by the First Supplemental Agreement is hereinafter sometimes referred
         to as the "Outstanding 1997 Agreement"); and

                           (iii)    the Note Purchase Agreement dated as of
         August 10, 2000 (the "Original 2000 Agreement"), among the Company and
         the Purchasers named in the Initial Purchaser Schedule attached
         thereto, as amended by the Fifth Amendment Agreement (the "Fifth
         Amendment Agreement") dated as of December 28, 2000 (said Original 2000
         Agreement, as so amended by the Fifth Amendment Agreement, being
         hereinafter referred to as the "Amended Original 2000 Agreement") under
         and pursuant to which the Company issued, and there are presently
         outstanding, (a) $12,800,000 aggregate principal amount of its 8.47%
         Series A Senior Secured Notes due August 15, 2007 (the "2000 Series A
         Notes"), (b) $32,000,000 aggregate principal amount of its 8.55% Series
         B Senior Secured Notes due August 15, 2010 (the "2000 Series B Notes"),
         (c) $27,000,000 aggregate principal amount of its 8.59% Series C Senior
         Secured Notes due August 15, 2010 (the "2000 Series C Notes"), (d)
         $58,000,000 aggregate principal amount of its 8.67% Series D Senior
         Secured Notes due August 15, 2012 (the "2000 Series D Notes"), (e)
         $7,000,000 aggregate principal amount of its 8.75% Series E Senior
         Secured Notes due August 15, 2015 (the "2000 Series E Notes"), (f)
         $40,000,000 aggregate principal amount of its 8.87% Series F Senior
         Secured Notes due August 15, 2020 (the "2000 Series F Notes")"), as
         supplemented by the First Supplemental Note Purchase Agreement dated as
         of May 24, 2001 (the "First Supplemental Agreement") among the Company
         and the Purchasers named in the Supplemental Purchaser Schedule
         attached thereto, under and pursuant to which the Company issued, and
         there are presently outstanding, (i) $19,000,000 aggregate principal
         amount of its 7.21% Series G Senior Secured Notes due May 15, 2008 (the
         "2001 Series G Notes"), (ii) $8,000,000 aggregate principal amount of
         its 7.89% Series H Senior Secured Notes due May 15, 2016 (the "2001
         Series H Notes") and (iii) $16,000,000 aggregate principal amount to
         its 7.99% Series I Senior Secured Notes due May 15, 2013 (the "2001
         Series I Notes") (the

                                      -2-

<PAGE>

         Amended Original 2000 Agreement as supplemented by the First
         Supplemental Agreement is hereinafter sometimes referred to as the
         "Outstanding 2000 Agreement").

         The Outstanding 1996 Agreement, the Outstanding 1997 Agreement and the
Outstanding 2000 Agreement are hereinafter sometimes collectively referred to as
the "Outstanding Agreements". The 1996 Notes, Series A Notes, Series B Notes,
Series C Notes, Series D Notes, Series E Notes, 2000 Series A Notes, 2000 Series
B Notes, 2000 Series C Notes, 2000 Series D Notes, 2000 Series E Notes, 2000
Series F Notes, 2001 Series G Notes, 2001 Series H Notes and 2001 Series I Notes
are hereinafter sometimes collectively referred to as the "Outstanding Notes."
Capitalized terms used herein without definition shall have the respective
meanings assigned to such terms in the Outstanding Agreements.

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

                                    ARTICLE I
                      AMENDMENTS TO OUTSTANDING AGREEMENTS

         I-A. Section 4 of each of the Outstanding Agreements is hereby amended
by (i) inserting into the introduction paragraph thereof the phrase "and Section
4J (with respect to all Notes without regard to Series)" immediately following
the phrase "and Section 4C (with respect to all Notes without regard to Series)"
and (ii) inserting the following new Section 4J immediately following Section 4I
thereof as follows (provided that with respect to the Outstanding 1996
Agreement, in addition to the foregoing, Section 4H shall be inserted as
"[RESERVED]."):

                  "Section 4J. Contingent Payments on Cap Ex Difference. (i) By
         no later than the 30th day following the delivery of financial
         information pursuant to clause (ii) of Section 5A, if the Company has
         determined that Cap Ex Difference exists as of the last day of the then
         ended Fiscal Year of the Company, the Company will offer to prepay (at
         the price specified below and upon notice as provided in clause (ii) of
         this Section 4J) a principal amount of the outstanding Notes and other
         Parity Debt (other than Indebtedness permitted by Section 6B(ii)), if
         any, on a pro rata basis, in an amount equal to the Cap Ex Difference.
         Each offer to prepay the Notes pursuant to Section 4J(i) shall be made
         at a price equal to 100% of the principal amount of the Notes to be
         prepaid, plus interest thereon to the prepayment date plus the
         Yield-Maintenance Amount, if any, thereon.

                  (ii)     If at any time there is Cap Ex Difference, the
         Company will give written notice as provided in Section 11I (which
         shall be in the form of an

                                      -3-

<PAGE>

         Officer's Certificate) to the holders of the Notes not later than 30th
         day following the delivery of financial information pursuant to clause
         (ii) of Section 5A, stating that any holder failing to elect not to
         accept the offer shall be deemed to have accepted such offer and (a)
         setting forth in reasonable detail all calculations required to
         determine the amount of Cap Ex Difference and the amount of the Cap Ex
         Difference which is allocable to each Note (the "Cap Ex Allocable
         Proceeds"), determined by applying the Cap Ex Difference allocable to
         the Notes, pro rata among all Notes outstanding on the date such
         prepayment is to be made according to the aggregate then unpaid amounts
         of the Notes, and the Yield-Maintenance Amount, if any, and (b) stating
         that the Company irrevocably offers to 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
         Note equal to the amount of Cap Ex Difference allocated to such Note as
         described above, plus such Note's share of the Cap Ex Difference
         allocable to any other Note the holder of which elects on a timely
         basis not to accept the Company's offer (collectively, the "Cap Ex
         Non-Accepting Holders"). Such notice shall also indicate that any Cap
         Ex Accepting Holder that fails to elect not to accept the Cap Ex Pro
         Rata Option shall be deemed to have accepted such option as set forth
         below.

                  (iii)    Each holder of a Note electing not to accept an offer
         to prepay given pursuant to this Section 4J shall make such election by
         notice delivered to the Company at least 10 days prior to the date of
         prepayment specified in the notice given by the Company pursuant to
         clause (ii) of this Section 4J. Each other holder of a Note
         (collectively, the "Cap Ex Accepting Holders") shall be deemed to
         accept the Company's offer to the extent of its Cap Ex Allocable
         Proceeds and shall be deemed to have accepted an agreement (the "Cap Ex
         Pro Rata Option") to have prepaid, in addition to the Cap Ex Allocable
         Proceeds allocable to such Note (up to the total Cap Ex Allocable
         Proceeds), all or any part of the balance of the principal amount of
         such Note using the Cap Ex Allocable Proceeds that would have been paid
         to the Cap Ex Non-Accepting Holders; provided that any Cap Ex Accepting
         Holder may elect not to agree to the Cap Ex Pro Rata Option by notice
         delivered to the Company at least 5 days prior to the date of
         prepayment specified in the notice given by the Company pursuant to
         clause (ii) of this Section 4J.

                  (iv)     Upon receipt of all timely notices from Cap Ex
         Non-Accepting Holders and Cap Ex Accepting Holders pursuant to this
         Section 4J, the Company shall allocate the Cap Ex Allocable Proceeds
         and that portion of the Cap Ex Allocable Proceeds that had been
         allocated to the Notes of such Cap Ex Non-Accepting Holders among the
         Notes of Cap Ex Accepting Holders in proportion to the respective Cap
         Ex Allocable Proceeds allocable to the Notes of Cap Ex Accepting
         Holders (after giving effect to any Cap Ex Pro Rata Option). Where the
         portion of the Cap Ex Allocable Proceeds thus allocated to the Note of
         a Cap Ex Accepting Holder would exceed the maximum principal amount of
         such Note which such Cap Ex Accepting Holder has agreed to have prepaid
         (including,

                                      -4-

<PAGE>

         without limitation, pursuant to a Cap Ex Pro Rata Option), such excess
         shall be allocated among the Notes of Cap Ex Accepting Holders who have
         agreed to accept prepayments (including, without limitation, pursuant
         to a Cap Ex Pro Rata Option) in amounts which still exceed the amount
         of prepayments previously allocated to them; and such allocation shall
         be repeated as many times as shall be necessary until (a) the Cap Ex
         Allocable Proceeds have been fully allocated or (b) it is no longer
         possible to allocate the Cap Ex Allocable Proceeds without exceeding
         the maximum principal amounts of Notes which all Cap Ex Accepting
         Holders respectively have agreed to have prepaid (including, without
         limitation, pursuant to all the Cap Ex Pro Rata Options).

                  (v)      The principal amount of any Notes with respect to
         which an offer to prepay pursuant to this Section 4J has been made and
         not rejected shall become due and payable on the date specified in the
         notice of such offer given by the Company pursuant to clause (ii) of
         this Section 4J. It is understood that all Cap Ex Allocable Proceeds
         not applied to the prepayment of the Notes or to the payment of Parity
         Debt pursuant to this Section 4J shall be moneys of the Company and may
         be used by the Company in such ever manner determined by the Company
         and in accordance with this Agreement."

         1-B. Section 5A(i) is hereby deleted in its entirety and the following
shall be inserted in lieu thereof:

                  "(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 Company and its Subsidiaries for such quarterly period and (in the
         case of the second and third quarterly periods) for the period from the
         beginning of the current fiscal year to the end of such quarterly
         period, and consolidated balance sheets of the Company and its
         Subsidiaries as at the end of such quarterly period, setting forth in
         each case, in comparative form figures for the corresponding period in
         the preceding fiscal year, all in reasonable detail and satisfactory in
         form to the Required Holder(s) and certified by an authorized financial
         officer of the Company 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;

         1-C. Section 5A(ii) is hereby deleted in its entirety and the following
shall be inserted in lieu thereof:

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

                                      -5-

<PAGE>

         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 Company
         whose report shall be without limitation as to the scope of the audit,
         (b) consolidated statements of income and cash flows and a consolidated
         statement of partners' capital (or stockholders' equity, as applicable)
         of the Master Partnership and its Subsidiaries for such year, and
         consolidated balance sheets of the Master 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;"

         1-D. Section 5A(ix) is hereby amended by inserting the phrase ",
Aggregate Available Cash and the Aggregate Partner Obligations, together with a
calculation of the Company's Percentage of Aggregate Available Cash" immediately
following the phrase "the amount of Available Cash".

         1-E. Section 5A is hereby amended by (i) deleting the word "and" at the
end of subsection (xi) thereof, (ii) deleting the "." at the end of subsection
(xii) thereof and inserting in lieu thereof the phrase "; and" and (iii)
inserting the following new subsection (xiii) immediately following subsection
(xii) thereof as follows:

                                      -6-

<PAGE>

                                    "(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 7A(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."

         1-F. Section 5 of each of the Outstanding Agreements is hereby amended
by inserting the following new Sections 5S, 5T and 5U immediately following
Section 5R thereof as follows:

                  "Section 5S. Capital Expenditures. The Company will make
         Capital Expenditures during each Fiscal Year, beginning with its Fiscal
         Year ending on August 31, 2004, in an aggregate amount of not less than
         $20,000,000 in assets utilized in the Business (the "Minimum Cap Ex
         Funding Amount"); provided, however, that to the extent the Company
         does not make Capital Expenditures in each Fiscal Year in an amount
         equal to at least the Minimum Cap Ex Funding Amount, the Company will
         apply the difference (but only if the difference is positive and equals
         or exceeds $1,000,000) (the "Cap Ex Difference") between (i) the
         Minimum Cap Ex Funding Amount and (ii) the actual Capital Expenditures
         of the Company for that Fiscal Year in assets utilized in the Business,
         to the prepayment of outstanding Notes in accordance with Section 4J.

                  "Section 5T. Maintenance of Separateness. (i) The Company
         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;

                           (e) conduct its business in its name or in business
                  names or trade names of the Company or its Subsidiaries and
                  use separate stationary, 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,

                                      -7-

<PAGE>

                  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 Company 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 Company 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 Company 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 Company 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.

                  "Section 5U. Debt Rating. The Company will use its best
         efforts to obtain on commercially reasonable terms a long-term debt
         rating of the Notes from a Rating Agency by no later than June 30,
         2004. However, if the Company, in the reasonable judgment of its
         management, believes it would not receive an investment grade long-term
         debt rating prior to June 30, 2004, then the Company shall have the
         right to postpone the receipt of a long-term debt rating of the Notes
         until December 31, 2004. Notwithstanding the foregoing, the Company
         shall obtain a long-term debt rating of the Notes from a Rating Agency
         by not later than December 31, 2004 and shall maintain a long-term debt
         rating thereafter."

         I-G. Section 6(A)(i) of each of the Outstanding Agreements is hereby
deleted in its entirety and the following shall be inserted in lieu thereof:

                  "(i)     Ratio of Consolidated Funded Indebtedness to
         Consolidated EBITDA. The ratio as of the end of any fiscal quarter of
         Consolidated Funded Indebtedness to Consolidated EBITDA to exceed the
         ratio set forth below with respect to such fiscal quarter:

<TABLE>
<CAPTION>
       Fiscal Quarters Ending                                      Ratio
-------------------------------------------                    ------------
<S>                                                            <C>
November 30, 2003 through November 30, 2004                    4.75 to 1.00
February 28, 2005 and thereafter                               4.50 to 1.00"
</TABLE>

                                      -8-

<PAGE>

         I-H. Section 6(A)(iii) of each of the Outstanding Agreements is hereby
deleted in its entirety and the following shall be inserted in lieu thereof:

                  "(iii)   Ratio of Adjusted Consolidated Funded Indebtedness to
         Adjusted Consolidated EBITDA. The ratio as at the end of any fiscal
         quarter of Adjusted Consolidated Funded Indebtedness to Adjusted
         Consolidated EBITDA to exceed to exceed the ratio set forth below with
         respect to such fiscal quarter:

<TABLE>
<CAPTION>
        Fiscal Quarters Ending                                                  Ratio
-----------------------------------------                                   ------------
<S>                                                                         <C>
November 30, 2003 through August 31, 2005                                   5.25 to 1.00
November 30, 2005 and thereafter                                            5.00 to 1.00"
</TABLE>

         I-I. Section 6(B)(ii) of each of the Outstanding Agreements is hereby
amended by deleting the dollar amount of "$65,000,000" and inserting in lieu
thereof the dollar amount of "$75,000,000".

         I-J. Section 6E(v)(iii) of each of the Outstanding Agreements is hereby
amended by inserting the phrase ", including Investments in La Grange and its
Subsidiaries which shall not at any time exceed $1,000,000" immediately
following the phrase "Investments permitted under this subclause (iii) shall not
at any time exceed $12,500,000".

         I-K. Section 6(F) of each of the Outstanding Agreements is hereby
amended by inserting the following sentences immediately following subclause
(ii) as follows:

         "Notwithstanding the foregoing, the Company 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 Company's Percentage of Aggregate Available Cash
         times (ii) the Aggregate Partner Obligations; provided, however, if at
         any time the Notes are rated "BBB" (or its equivalent) or better by a
         Rating Agency, the foregoing limitation set forth in this sentence
         shall not apply to the Company so long as such rating remains in
         effect.

         I-L. Section 6(H) of each of the Outstanding Agreements is hereby
amended by deleting the phrase "as more fully described in the Memorandum".

         I-M. Section 6(I)(iii) of each of the Outstanding Agreements is hereby
amended by inserting the phrase "and Section 6E(v)(iii) with respect to
Investments in La Grange or its Subsidiaries" immediately following the phrase
"making of an Investment pursuant to Section 6E(i)".

         1-N. Section 6 of each of the Outstanding Agreements is hereby amended
by inserting the following new Section 6N immediately following Section 6M
thereof as follows:

                                      -9-

<PAGE>

                  "Section 6N. Commingling of Deposit Accounts and Accounts. The
         Company will not, nor will it permit any of its Subsidiaries to,
         commingle their respective deposit accounts or accounts with the
         deposit accounts or accounts of La Grange or any of its Subsidiaries."

         1-O. Section 7A of each of the Outstanding Agreements is hereby amended
by (i) deleting the "." at the end of subsection (xvii) thereof and inserting in
lieu thereof the phrase "; or" and (ii) inserting the following new subsection
(xviii) immediately following subsection (xvii) thereof as follows:

                           "(xviii) an event of default under any 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 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.

         I-P. Section 10B of each of the Outstanding Agreements is hereby
amended by deleting the definitions of "Acquisition Facility," "Current
Management," "Revolving Working Capital Facility" and "Specified Entities"
contained therein and inserting in lieu thereof the following definitions in the
appropriate alphabetical positions:

                   "Acquisition Facility" shall mean the acquisition revolving
         credit facility of the Company provided for in the Credit Agreement for
         the purpose of financing acquisitions and improvements and repairs in
         the aggregate principal amount not to exceed $75,000,000.

                                      -10-

<PAGE>

                  "Current Management" shall mean not less than two of the
         following: James E. Bertelsmeyer, R.C. Mills, H. Michael Krimbill,
         Bradley K. Atkinson, Michael L. Greenwood, Ray C. Davis, Kelcy L.
         Warren, together with the heirs of, and trusts for the benefit of
         family members controlled by, any such executive manager."

                  "Revolving Working Capital Facility" shall mean the revolving
         credit facility of the Company provided for in the Credit Agreement for
         working capital and other general partnership purposes in an aggregate
         principal amount not to exceed $75,000,000 at any time outstanding.

                  "Specified Entities" shall mean any one or combination of the
         following: (i) La Grange Energy, L.P., a Texas limited partnership, any
         Wholly-Owned Subsidiary thereof, or a Successor thereto, and (ii) any
         Permitted GP Entity."

         I-Q. Subsection (a) of the definition of "Contracted Dollar" contained
in Section 10B of each of the Outstanding Agreements is hereby amended by
deleting the dollar amount of "$50,000,000" and substituting therefor the dollar
amount of "$75,000,000".

         I-R. Section 10B of each of the Outstanding Agreements is hereby
amended by inserting the definitions of "Aggregate Available Cash," "Aggregate
Partner Obligations," "Cap Ex Accepting Holders," "Cap Ex Allocable Proceeds,"
"Cap Ex Difference," "Cap Ex Non-Accepting Holders," "Cap Ex Pro Rata Option,"
"Capital Expenditures," "La Grange," "La Grange Acquisition," "Minimum Cap Ex
Funding Amount," "Percentage of Aggregate Available Cash," "Permitted GP Entity"
and "Rating Agency" in the appropriate alphabetical positions:

                  "Aggregate Available Cash" shall mean, with respect to any
         fiscal quarter of the Company and of La Grange, the aggregate amount of
         Available Cash of both the Company and its Subsidiaries and of La
         Grange and its Subsidiaries (which for purposes of this Agreement,
         shall be calculated using the definition of "Available Cash" set forth
         in this Agreement, except that (i) all references therein to the
         "Company" shall be deemed for purposes of this calculation only
         references to La Grange and (ii) the last sentence of that 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 that definition).

                  "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 with respect to
         such fiscal quarter.

                  "Cap Ex Accepting Holders" shall have the meaning specified in
         Section 4J(iii).

                                      -11-

<PAGE>

                  "Cap Ex Allocable Proceeds" shall have the meaning specified
         in Section 4J(ii).

                  "Cap Ex Difference" shall have the meaning specified in
         Section 5S.

                  "Cap Ex Non-Accepting Holders" shall have the meaning
         specified in Section 4J(ii).

                  "Cap Ex Pro Rata Option" shall have the meaning specified in
         Section 4J(iii).

                  "Capital Expenditures" shall mean, without duplication, with
         respect to the Company and its Subsidiaries, any amounts expended,
         incurred or obligated to be expended during or in respect of a period
         for any improvement, maintenance or purchase for value of any asset
         that should be classified on a consolidated balance sheet of such
         Person prepared in accordance with GAAP as a fixed or capital asset
         (including capitalized costs in respect of intellectual property)."

                  "La Grange" means La Grange Acquisition, L.P., a Texas limited
         partnership.

                  "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 or modified.

                  "Minimum Cap Ex Funding Amount" shall have the meaning
         specified in Section 5S.

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

                  "Permitted GP Entity" shall mean any one or combination of (i)
         Persons or a group of related 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 the
         consummation of the La Grange Acquisition, and (ii) Current Management
         or group of related persons (as so defined) including Current
         Management."

                  "Rating Agency" shall mean at least one of Standard & Poor's
         Ratings Services, a division of the McGraw-Hill Companies, Moody's
         Investors Service, Inc. or Fitch Ratings and any of their respective
         successors and assigns.

                                      -12-

<PAGE>

                                   ARTICLE II
                      WAIVER, MODIFICATIONS AND AMENDMENTS

         II-A. The Required Holders of Notes outstanding under each of the
Outstanding Agreements hereby (i) waive compliance by the Company with respect
to Section 6M(ii) of each of the Outstanding Agreements in connection with
amendments to each of the Partnership Documents necessary to permit La Grange
Energy, L.P. to be substituted, directly or indirectly, as the sole equity
holder(s) of U.S. Propane and (ii) agree and acknowledge that each of the
Partnership Documents, as modified and amended, shall constitute the
"Partnership Agreement" and the "Partnership Documents" for purposes of each of
the Outstanding Agreements.

         II-B. The Required Holders of Notes outstanding under each of the
Outstanding Agreements hereby agree and acknowledge that Section 8B of each of
the Outstanding Agreements shall be deemed modified to reflect the transactions
contemplated by this Sixth Amendment Agreement upon the occurrence of such
actions.

         II-C. From the effective date of this Sixth Amendment Agreement in
accordance with the terms and conditions of Article III hereof (the "Effective
Date") until such date as the Notes are rated not less than "BBB-" (or a
comparable rating) by a Rating Agency (an "Investment Grade Rating"), the
interest rate per annum specified in each Note issued heretofore and outstanding
as of the Effective Date shall increase by 100 basis points (1.00%) (which 100
basis points (1.00%) shall be referred to herein as the "Non-Investment Grade
Interest Increase"); provided, however, that if, at any time, two or more Rating
Agencies shall have given long-term debt ratings to the Notes and such ratings
fall within different rating categories (after giving effect to numerical or
other qualifiers), the lower rating (i.e. worse) of a Rating Agency will control
for purposes of the foregoing. After the Non-Investment Grade Interest Increase
becomes applicable, (a) if at any time the Notes are rated an Investment Grade
Rating by each Rating Agency, the interest rate on the unpaid balance thereof,
commencing on the date of such rating change, shall revert to the interest rate
per annum specified in such Note and interest on such Note shall not include the
Non-Investment Grade Interest Increase and (b) if at any time the Notes are not
rated an Investment Grade Rating by any Rating Agency, the interest rate on the
unpaid balance thereof, commencing on the date of such rating change, shall be
the interest rate per annum specified in such Note and increased by the
Non-Investment Grade Interest Increase. In addition to (and not in limitation
of) the Non-Investment Grade Interest Increase described in the foregoing
sentences, if at any time that the highest debt rating of the Notes shall be
rated "B+" or lower (i.e. worse) by any Rating Agency, the interest rate of each
Note issued heretofore and outstanding as of the date of such rating change
shall increase by 100 basis points (1.00%), but only for so long as such rating
of "B+" or lower shall remain in effect. In furtherance of the foregoing, the
parties to this Sixth Amendment Agreement hereby agree and acknowledge that the
forms of Notes attached to each of the Outstanding Agreements are hereby amended
and modified with respect to all Notes issued after the date of the
effectiveness of this Sixth Amendment Agreement to include the above paragraph
and interest shall continue to be calculated as provided in each of the
Outstanding Agreements. All Outstanding Notes issued prior to the date of the
effectiveness of this Sixth Amendment Agreement will remain in their current
form; provided that, at the request of any holder of the Outstanding Notes, the
Company will execute and deliver to each such holder an attachment (the
"Sticker") setting forth the

                                      -13-

<PAGE>

provisions of this Section II-C, which Sticker shall be attached to each
Outstanding Note held by such holder; and, provided, further, that the failure
to attach such Sticker to any Outstanding Note shall not affect the validity or
binding effect of this Section II-C.

                                   ARTICLE III
                           CONDITIONS OF EFFECTIVENESS

         The effectiveness of this Sixth Amendment Agreement (and each of the
amendments contained herein) is subject to the satisfaction of the following
conditions:

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

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

                  (c)      upon the satisfaction of subclause (a), each of the
         holders of the Outstanding Notes shall have received an amendment fee
         from the Company in an amount equal to 0.25% of the aggregate principal
         amount of the Outstanding Notes held by such holder (the "Amendment
         Fee") and a Responsible Officer of the Company shall have certified to
         each such holder (the truth and the accuracy of which certification
         shall constitute a condition of effectiveness of this Sixth Amendment
         Agreement) that the Lenders have received no amendment fees or other
         consideration (including increase in coupon) greater than the Amendment
         Fee; and

                  (d)      Winston & Strawn LLP shall have delivered a
         non-consolidation opinion as to the Company and La Grange, which
         opinion shall be in a form and substance satisfactory to the holders of
         the Outstanding Notes and their counsel.

         Notwithstanding the foregoing, no amendment, waiver or modification set
forth in this Sixth Amendment Agreement (other than (i) the amendments set forth
in Sections I-I and I-Q above, (ii) the new Section 5-U set forth in Section I-F
above, (iii) the amendment set forth in Section I-G above, (iv) the amendment of
the definitions of "Acquisition Facility" and "Revolving Working Capital
Facility" set forth in Section I-P above and (v) the payment of the Amendment
Fee described in (c) above, which shall become effective on the date on which
the conditions described in (a), (b) and (without duplication) (c) are
satisfied) shall become effective

                                      -14-

<PAGE>

or be given full force and effect until the consummation of 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 terms and conditions of the Contribution Agreement
dated as of November 6, 2003 (as amended or modified, the "La Grange Closing").

                                   ARTICLE IV
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

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

         The Company hereby agrees and covenants that promptly after, and in any
event no later than the fifth (5th) Business Day following the La Grange
Closing, each of the holders of the Outstanding Notes shall have received a
closing fee from the Company in an amount equal to 0.125% of the aggregate
principal amount of the Outstanding Notes held by such holder (the "Closing
Fee") and a Responsible Officer of the Company shall have certified to each such
holder that the Lenders have received no closing fees or other consideration
(including increase in coupon) greater than the Closing Fee.

                                    ARTICLE V
                                  MISCELLANEOUS

         V-A. If the foregoing is acceptable to you, kindly note your acceptance
in the space provided below and upon satisfaction of the conditions to
effectiveness set forth in Article III above, your consent to this Sixth
Amendment Agreement shall be deemed to have been given and the Outstanding
Agreements shall be amended as set forth above.

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

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

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

                                      -15-

<PAGE>

                      [signature pages immediately follow]

                                      -16-

<PAGE>

                                     Very truly yours,

                                     HERITAGE OPERATING, L.P.

                                     By: U.S. Propane L.P., General Partner
                                           By: U.S. Propane, L.L.C., General
                                           Partner

                                     By:  _____________________________________
                                     Its: _____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

JOHN HANCOCK LIFE INSURANCE COMPANY
(FORMERLY KNOWN AS JOHN HANCOCK MUTUAL
LIFE INSURANCE COMPANY)

By: _____________________________________
Its: ____________________________________

JOHN HANCOCK VARIABLE LIFE INSURANCE
COMPANY

By: _____________________________________
Its: ____________________________________

MELLON BANK, N.A., solely in its capacity as
Trustee for the Long-Term Investment Trust
(as directed by John Hancock Life Insurance
Company), and not in its individual capacity

By: _____________________________________
Its: ____________________________________

SIGNATURE 6 LIMITED

By: John Hancock Life Insurance Company, as
Portfolio Advisor

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

JOHN HANCOCK LIFE INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

JOHN HANCOCK VARIABLE LIFE INSURANCE
COMPANY

By: _____________________________________
Its: ____________________________________

MELLON BANK, N.A., solely in its capacity as
Trustee for the Bell Atlantic Master Trust
(as directed by John Hancock Life Insurance
Company), and not in its individual capacity

By: _____________________________________
Its: ____________________________________

MELLON BANK, N.A., solely in its capacity as
Trustee for the Long-Term Investment Trust
(as directed by John Hancock Life Insurance
Company), and not in its individual capacity

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY

By:  David L. Babson & Company, Inc.
      its Investment Advisor

By: _____________________________________
Its: ____________________________________

C.M. LIFE INSURANCE COMPANY
c/o Massachusetts Mutual Life Insurance Company

By:  David L. Babson & Company, Inc.
     its Investment Advisor

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

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

By:  Principal Capital Management, LLC,
     its authorized signatory

By: _____________________________________
Its: ____________________________________

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

NEW YORK LIFE INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION

By:  New York Life Investment Management,
     its Investment Manager

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA

By: _____________________________________
Its: ____________________________________

<PAGE>

      The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

J. ROMEO & CO.

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

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

By: _____________________________________
Its: ____________________________________

By: _____________________________________
Its: ____________________________________

PACIFIC LIFE INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY

By: _____________________________________
Its: ____________________________________

PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY, PHOENIX INVESTMENT PARTNERS, LTD.

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

RELIASTAR LIFE INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

HARE & CO.

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

BOST & CO.

By: _____________________________________
Its: ____________________________________

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

ALLSTATE LIFE INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

By: _____________________________________
Its: ____________________________________

ALLSTATE INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

MAC & CO.

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By: CIGNA Investments, Inc. (authorized agent)

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

LIFE INSURANCE COMPANY OF NORTH AMERICA
By:  CIGNA Investments, Inc. (authorized agent)

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

CLARICA LIFE INSURANCE COMPANY-U.S.

By: _____________________________________
Its: ____________________________________

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY

By:      GE ASSET MANAGEMENT INCORPORATED,
         its investment advisor

By: _____________________________________
Its: Vice President - Private Investments

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

METROPOLITAN LIFE INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

NATIONWIDE LIFE INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

NATIONWIDE MUTUAL FIRE INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

NATIONWIDE MUTUAL INSURANCE COMPANY

By: _____________________________________
Its: ____________________________________

<PAGE>

      The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

PRINCIPAL LIFE INSURANCE COMPANY
By:  Principal Capital Management, LLC,
     a Delaware limited liability company,
     its authorized signatory

By: _____________________________________
Its: ____________________________________

By: _____________________________________
Its: ____________________________________

<PAGE>

         The foregoing Sixth Amendment Agreement and the amendments referred to
therein are hereby accepted and agreed to as of November 18, 2003, and the
undersigned hereby confirms that on November 18, 2003 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

By: _____________________________________
Its: ____________________________________

By: _____________________________________
Its: ____________________________________

SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

By: _____________________________________
Its: ____________________________________

By: _____________________________________
Its: ____________________________________

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

By: _____________________________________
Its: ____________________________________

By: _____________________________________
Its: ____________________________________

<PAGE>

                                   SCHEDULE 1

<TABLE>
<CAPTION>
                                                                                PRINCIPAL AMOUNT AND
                                                                               SERIES OF OUTSTANDING
                           NAME OF HOLDER                                         NOTES HELD AS OF
                        OF OUTSTANDING NOTES                                      NOVEMBER 18, 2003
-----------------------------------------------------------------------   --------------------------------
<S>                                                                       <C>
John Hancock  Life Insurance Company                                       $ 10,400,000 1996 Notes

John Hancock Life Insurance Company                                        $ 6,400,000 1996 Notes

John Hancock Variable Life Insurance Company                               $ 800,000 1996 Notes

Mellon Bank, N.A., solely in its capacity as                               $ 768,000 1996 Notes
Trustee for the Bell Atlantic Master Trust
(as directed by John Hancock Life Insurance Company)

Mellon Bank, N.A., solely in its capacity as                               $ 1,632,000 1996 Notes
Trustee for the Long-Term Investment Trust
(as directed by John Hancock Life Insurance Company)

Massachusetts Mutual Life Insurance Company                                $ 12,000,000 1996 Notes

Principal Life Insurance Company (f/k/a                                    $ 12,000,000 1996 Notes
Principal Mutual Life Insurance Company)

New York Life Insurance Company                                            $ 10,000,000 1996 Notes

Teachers Insurance and Annuity Association of America                      $ 10,000,000 1996 Notes

Bost & Co. c/o Mellon Bank                                                 $ 8,000,000 1996 Notes

J. Romeo & Co. c/o Chase Manhattan Bank                                    $  2,800,000 1996 Notes

J. Romeo & Co. c/o Chase Manhattan Bank                                    $  3,200,000 1996 Notes

Pacific Mutual Life Insurance Company  (Nominee:  Mac & Co.)               $ 4,400,000 1996 Notes

Phoenix Home Life Mutual Insurance Company                                 $ 4,000,000 1996 Notes

Hare & Co. c/o Bank of New York                                            $ 2,400,000 1996 Notes

Protective Life Insurance Company (c/o Hare & Co. c/o Bank of New York,    $ 4,000,000 1996 Notes
as nominee)
</TABLE>

<PAGE>

<TABLE>
<S>                                                                        <C>
Allstate Insurance Company                                                 $ 1,600,000 1996 Notes

Allstate Life Insurance Company                                            $ 1,600,000 1996 Notes

MAC & Co.                                                                  $ 12,000,000 Series A Notes

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

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

MAC & Co.                                                                  $8,000,000 Series B Notes

Allstate Life Insurance Company                                            $2,142,857 Series C Notes

Clarica Life Insurance Company-U.S.                                        $ 2,400,000 Series 2000 A Notes

Nationwide Life Insurance Company                                          $ 4,000,000 Series 2000 A Notes

Nationwide Life and Annuity Insurance Company                              $ 800,000 Series 2000 A Notes

Nationwide Mutual Fire Insurance Company                                   $ 1,600,000 Series 2000 A Notes

Nationwide Mutual Insurance Company                                        $ 1,600,000 Series 2000 A Notes

Sun Life Assurance Company of Canada                                       $ 1,200,000 Series 2000 A Notes

Sun Life Insurance and Annuity Company of New York                         $ 1,200,000 Series 2000 A Notes

CIG & Co. (on behalf of Connecticut General Life                           $1,000,000 Series 2000 B Notes
Insurance Company)

CIG & Co. (on behalf of Connecticut General Life                           $500,000 Series 2000 B Notes
Insurance Company)

CIG & Co. (on behalf of Connecticut General Life                           $3,500,000 Series 2000 B Notes
Insurance Company)

CUDD & Co. (on behalf of The Guardian Life                                 $7,000,000 Series 2000 B Notes
Insurance Company of America)

MAC & Co. (on behalf of Pacific Life Insurance Company)                    $15,000,000 Series 2000 B Notes

ReliaStar Life Insurance Company                                           $2,000,000 Series 2000 B Notes

Northern Life Insurance Company                                            $3,000,000 Series 2000 B Notes
</TABLE>

<PAGE>

<TABLE>
<S>                                                                        <C>
GE Edison Life Insurance Company                                           $27,000,000 Series 2000 C Notes

CIG & Co. (on behalf of Connecticut General                                $3,300,000 Series 2000 D Notes
Life Insurance Company)

CIG & Co. (on behalf of Connecticut General                                $3,000,000 Series 2000 D Notes
Life Insurance Company)

CIG & Co. (on behalf of Life Insurance Company                             $3,200,000 Series 2000 D Notes
 of North America)

CUDD & Co. (on behalf of The Guardian Life                                 $7,500,000 Series 2000 D Notes
Insurance Company of America)

Metropolitan Life Insurance Company                                        $30,000,000 Series 2000 D Notes

MAC & Co.                                                                  $2,000,000 Series 2000 D Notes

Principal Life Insurance Company                                           $5,000,000 Series 2000 D Notes

ReliaStar Life Insurance Company of New York                               $2,000,000 Series 2000 D Notes

ReliaStar Life Insurance Company                                           $2,000,000 Series 2000 D Notes

Principal Life Insurance Company                                           $7,000,000 Series 2000 E Notes

John Hancock Life Insurance Company (General Account)                      $25,000,000 Series 2000 F Notes

John Hancock Life Insurance Company (Closed Block)                         $3,000,000 Series 2000 F Notes

John Hancock Variable Life Insurance Company                               $1,000,000 Series 2000 F Notes

Mellon Bank, N.A., Trustee for the Bell Atlantic                           $2,000,000 Series 2000 F Notes
Master Trust

Mellon Bank, N.A. Trustee under the Long-Term                              $2,000,000 Series 2000 F Notes
Investment Trust dated October 1, 1996

Sun Life Assurance Company of Canada (U.S.)                                $5,000,000 Series 2000 F Notes

John Hancock Life Insurance Company                                        $1,900,000 Series 2000 F Notes

John Hancock Variable Life Insurance Company                              $100,000 Series 2000 F Notes

General Electric Capital Assurance Company (nominee is SALKELD & CO.)     $5,000,000 Series 2001 G Notes
</TABLE>

<PAGE>

<TABLE>
<S>                                                                       <C>
Connecticut General Life Insurance Company                                $7,000,000 Series 2001 G Notes

C.M. Life Insurance Company c/o Massachusetts Mutual Life Insurance       $1,000,000 Series 2001 G Notes
Company

Massachusetts Mutual Life Insurance Company                               $6,000,000 Series 2001 G Notes

Hare & Co.                                                                $3,000,000 Series 2001 H Notes

Phoenix Home Life Universal Portfolio                                     $1,500,000 Series 2001 H Notes

PHL Confederated Life Insurance Company                                   $1,500,000 Series 2001 H Notes

Phoenix Home Life General Account/Closed Block Portfolio                  $2,000,000 Series 2001 H Notes

General Electric Capital Assurance Company (nominee is SALKELD & CO.)     $16,000,000 Series 2001 I Notes
</TABLE>