Exhibit 10.15

                      PURCHASE AND NONCOMPETITION AGREEMENT

     THIS PURCHASE AND NONCOMPETITION AGREEMENT (this "Agreement") is made and
entered into this 1st day of September 2004, by and between Ferrellgas, L.P., a
Delaware limited partnership ("Buyer"), and Suburban Propane, L.P., a Delaware
limited partnership ("SP"), and Suburban Sales and Service, Inc., a Delaware
corporation ("SSS" and, collectively with SP, "Seller").

                                   WITNESSETH

     That in consideration of the mutual covenants herein contained, the parties
agree as follows:

I    SALE AND PURCHASE.

     1.1. Agreements to Sell and Purchase. Seller agrees to sell, transfer,
assign and deliver to Buyer, and Buyer agrees to purchase and accept from
Seller, on the Closing Date (hereinafter defined), the property of Seller
referred to in this Section 1.1 (not specifically excluded under Section 1.2
below), relating to Seller's propane operations (the "Operations") within the
states of Minnesota, North Dakota and Wisconsin as carried on at the locations
identified in Exhibit 1.1 ("the "Locations"), as follows:

          a. All propane inventory held by Seller at the Locations on the
Closing Date;

          b. All propane tanks, cylinders, dispensers, regulators, piping,
vehicles, fixtures constituting Seller's bulk facilities, tools and other
equipment at or serviced from the Locations, including, without limitation,
those assets described on Exhibit 1.1b;

          c. To the extent assignable, all of Seller's right, title and interest
in and to permits, licenses (including truck licenses) and telephone numbers
used in connection with the Operations at the Locations;

          d. All of Seller's propane products accounts, retail accounts and
service customers serviced from or at the Locations, including without
limitation, all of Seller's right, title and interest in and to the originals
and all copies of customer lists and records;

          e. All customer contracts and fuel supply contracts with customers
serviced from or at the Locations, including, without limitation, contracts on
product tanks and customer locations; and all contract rights arising from
non-compete and non-solicit agreements;



          f. All customer leases and lease option agreements covering the
propane tanks and cylinders owned or leased by Seller to customers serviced from
the Locations;

          g. The real estate owned by Seller for use in the Operations, as more
particularly described in the deeds attached hereto as Exhibit 2.2.3, including
all fixtures attached thereto and improvements and buildings thereon;

          h. Unless specifically excluded, all rights of Seller under real
property leases for leased real estate used in the Operations, and contracts of
the Operations;

          i. Trade accounts receivable of the Operations for account debtors
serviced from the Locations, as of the Closing Date (the "Purchased Accounts
Receivable");

          j. All warranty rights of Seller, express or implied, with respect to
the property described in this Section 1.1;

          k. All of Seller's propane parts and fittings which are used at the
Locations as operating supplies to maintain and repair propane tanks and lines,
whether or not generally billed to Seller's customers;

          l. All of Seller's appliance inventory at the Locations.

     1.2. Excluded Assets. The assets and properties of Seller to be sold and
purchased under Section 1.1 shall not include (i) cash on hand or in banks; (ii)
any Underground Storage Tanks (as defined by 40 C.F.R. 280); (iii) the Retained
Accounts Receivable (as defined in Section 1.3c); (iv) any right, title, or
interest in or to the names Suburban Propane, L.P., Suburban Propane, Suburban
Sales and Service, Inc., or any derivatives thereof, or any other trademarks,
service marks or trade names, or any software or intellectual property used in
connection with or otherwise attributable to the Seller's business at any
business locations, whether or not such marks, names, or property are
registered; (v) any item, instrument, property, claim, right, equipment,
furniture, fixture, appliance, inventory, tool/or machinery or other asset
associated with the Seller's businesses other than at the Locations; and (vi)
those assets and properties of Seller listed on Exhibit 1.2.

     1.3. Purchase Price; Noncompetition Payment.

          a. Price of Assets. The price to be paid for the assets to be sold and
purchased pursuant to Sections 1.1b, 1.1c, 1.1d, 1.1e, 1.1f, 1.1g, 1.1h, and
1.1j shall be $14,500,000, allocated to the assets pursuant to Exhibit 1.8.


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          b. Price of Inventory. To determine the price of the assets described
in Section 1.1a (the "Propane Inventory), a physical inventory of propane in
bulk storage, bobtails, in cylinders on trucks, and in customer tanks in the
yard at the Locations shall be taken by representatives of Buyer and Seller as
of the open of business on the Closing Date. The price to be paid shall be
determined based upon the pricing information on Exhibit 1.3b for that inventory
(corrected to 60 degrees Fahrenheit based on the temperature of the propane in
the vessel containing the greatest quantity) which Buyer and Seller so verify.

          c. Price of Accounts Receivable. To determine the price of the
Purchased Accounts Receivable, Seller's total Purchased Accounts Receivable for
the Operations shall be verified by representatives of Buyer and Seller as of
the close of business on the day preceding the Closing Date by review of the
business records. The price to be paid shall be the applicable percentage (as
set forth below) of the amount of the Purchased Accounts Receivable; provided,
however, that Buyer shall not be obligated to purchase any account (i) which is
due from a customer that is at the time of such verification a debtor in
bankruptcy or reorganization proceedings; or (ii) which otherwise appears to be
uncollectible or unwanted as determined by Buyer in its sole discretion (the
"Retained Accounts Receivable").

      Account Receivable Age        Percentage of Face Amount
---------------------------------   -------------------------
0 - 30 days after statement date               100%
31 - 60 days after statement date               75%
61 - 90 days after statement date               50%
over 90 days after statement date                0%

          d. Price of Appliances and Parts. The price for the assets described
in Section 1.1k and 1.1l (parts and fittings and appliances, hereinafter
"Appliance Inventory") shall be an amount equal to 90% of Seller's cost,
determined by an inventory of said items at the Locations conducted jointly by
Seller and Buyer on Closing Date.

     1.4. Seller's Liabilities.

          a. Excluded Liabilities. Other than the assumed liabilities described
in Section 1.4b, all liabilities, debts and obligations of every character or
description, known or unknown, of Seller accruing or arising from acts (whether
or not the resulting event or occurrence of damage is before, on or after the
Closing Date), transactions or occurrences prior to the Closing (hereinafter
defined) shall be Seller's sole obligation and responsibility and Buyer is not
assuming any such liability, debt or obligation and Buyer shall have no
responsibility therefor.


                                        3



          b. Assumed Liabilities. Notwithstanding the above, Buyer agrees to
assume and pay the liabilities and obligations (i) arising after the Closing
Date with regard to the assigned leases, (ii) listed on Exhibit 1.4b, (iii) that
arise on or after the Closing Date pursuant to executory contracts, orders and
commitments that relate to the sale of equipment, merchandise or services of the
Operations at the Locations, (iv) that are incurred with respect to, result
from, are caused by or arise out of the assets acquired pursuant to Section 1.1,
provided that Buyer does not assume any liability with respect to any asset or
installation at a customer location until the earlier of (x) the date on which
the Buyer first delivers propane into, services or inspects such asset and (y)
120 days after the Closing Date. Buyer agrees that it shall bear all costs and
expenses associated with the foregoing and that said costs and expenses shall be
in addition to the purchase price of the assets.

     1.5. Proration of Certain Items. Provided the Closing occurs, Buyer shall
receive a credit with respect to the following items (the "Prorations"):

          a. Real and Personal Property Taxes. With respect to the assets being
transferred pursuant to this Agreement, Buyer will pay all real and personal
property taxes, if any, (prorated as of the Closing Date) for the calendar year
within which the Closing Date occurs, which are not payable until after the
Closing Date. Buyer will make such payments as and when due and Buyer shall
receive a credit for Seller's prorated share of the amounts to be paid by Buyer.

          b. Customer Propane Prepayments or Level Payments. Customer
prepayments for propane and level payment plan payments shall be prorated as of
the Closing Date. Buyer shall receive a credit for the amount by which the
retail price of gas provided to customers before the Closing is less than the
retail amount paid to Seller by such customers.

          c. Customer Tank Rent Prepayment. Prepayments of tank rent and all
tank rent accounts receivable shall be prorated over the period to which the
prepayment applies. Buyer shall receive a credit for the amount by which the
prepayment of tank rent and tank rent accounts receivable exceeds the tank rent
due through the end of the day prior to the Closing Date.

          d. Customer Deposits and Balances. Buyer shall receive a credit for
(i) all customer deposits made with Seller in connection with the use, lease or
purchase of propane or propane tanks, cylinders, regulators or equipment and
(ii) all customer credit balances of any kind.

     The foregoing items will be computed as of the time of the Closing and will
be offset against the payment to be made by Buyer to Seller within three
business days after


                                        4



the calculation of the Purchased Accounts Receivable, the Propane Inventory and
Appliance Inventory, and the Prorations, as further described in Section 2.3.

     1.6. Accounts Receivable Payments. Seller hereby irrevocably constitutes
and appoints Buyer and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of Seller and in the name of Seller
or in its own name, without notice to or assent by Seller, for the sole and
exclusive purposes of signing, endorsing and negotiating any check, draft,
deposit item or other instruments received by Buyer as a customer payment on the
Purchased Accounts Receivable transferred or assigned hereunder. The power and
authority granted to Buyer pursuant to this Section 1.6 shall expire 90 days
after the Closing Date. Seller will immediately remit to Buyer any payments
received by Seller on any Purchased Accounts Receivable transferred to Buyer
hereunder. Buyer will immediately remit to Seller any payments received by Buyer
with respect to the Retained Accounts Payable.

     1.7. Adjustments.

          a. As promptly as practicable, but no later than ten (10) days after
the Closing Date, Seller shall cause to be prepared and delivered to Buyer the
Closing Statement (as defined below) and a certificate based on such Closing
Statement setting forth Seller's calculation of inventory price, Prorations, and
Purchased Accounts Receivable ("Closing Adjustments"). The closing statement
(the "Closing Statement") shall fairly present in all material respects
calculation of the Closing Adjustments.

          b. If Buyer disagrees with Seller's calculation of Closing Adjustments
delivered pursuant to Section 1.7a, Buyer may, within ten (10) days after
delivery of the Closing Statement, deliver a notice to Seller disagreeing with
such calculation and setting forth Buyer's calculation of such amount. Any such
notice of disagreement shall specify those items or amounts as to which Buyer
disagrees, and Buyer shall be deemed to have agreed with all other items and
amounts contained in the Closing Statement and the calculation of Closing
Adjustments delivered pursuant to Section 1.7a and shall pay those undisputed
amounts within 10 days of delivery of the Closing Statement.

          c. If a notice of disagreement shall be duly delivered pursuant to
Section 1.7b, Buyer and Seller shall, during the ten (10) days following such
delivery, use their reasonable best efforts to reach agreement on the disputed
items or amounts in order to determine, as may be required, the amount of
Closing Adjustments. If during such period, Buyer and Seller are unable to reach
such agreement, they shall promptly thereafter cause Ernst & Young (the
"Accounting Referee") to review this Agreement and the disputed items or amounts
for the purpose of calculating Closing Adjustments (it being understood that in
making such calculation, the Accounting Referee shall be functioning as an
expert and not as an arbitrator). In making such calculation, the


                                        5



Accounting Referee shall consider only those items or amounts in the Closing
Statement and Seller's calculation of Closing Adjustments as to which Buyer has
disagreed. The Accounting Referee shall deliver to Buyer and Seller, as promptly
as practicable (but in any case no later than thirty (30) days from the date of
engagement of the Accounting Referee), a report setting forth such calculation.
Such report shall be final and binding upon Buyer and Seller. The cost of such
review and report shall be borne equally by Buyer and Seller.

          d. Buyer and Seller shall, and shall cause their respective
representatives to, cooperate and assist in the preparation of the Closing
Statement and the calculation of Closing Adjustments and in the conduct of the
review referred to in this Section 1.7, including, without limitation, the
making available to the extent necessary of books, records, work papers and
personnel.

          e. The Closing Adjustments remaining due, as finally determined by the
process described in Section 1.7c, shall be paid within three (3) days of
calculation by wire transfer. The amount of any payment to be made pursuant to
this Section 1.7e shall bear interest from and including the thirteenth day
after the Closing Date to but excluding the date of payment at a rate per annum
equal to the rate of interest published from time to time by The Wall Street
Journal as the "prime rate" at large U.S. money center banks during the period
from the thirteenth day after the Closing Date to the date of payment. Such
interest shall be payable at the same time as the payment to which it relates
and shall be calculated daily on the basis of a year of three hundred sixty five
(365) days and the actual number of days elapsed.

     1.8. Purchase Price Allocation. The Buyer and Seller agree to allocate the
aggregate purchase price among the purchased assets hereunder for all purposes
(including financial accounting and tax purposes) as in accordance with the
Allocation Schedule attached hereto as Exhibit 1.8. Buyer and Seller shall each
report the federal, state and local income and other tax consequences of the
transactions contemplated by this Agreement in a manner consistent with such
allocation, including, without limitation, the preparation and filing of Form
8594 (or any successor form or successor provision of any future tax law) under
Section 1060 of the Internal Revenue Code of 1986, as amended, with their
respective federal income tax returns for the taxable year that includes the
Closing Date, and neither Buyer nor Seller will take any position inconsistent
with such allocation unless otherwise required by applicable law.

II   CLOSING.

     2.1. Closing Date. The consummation of the transactions contemplated by
this Agreement (the "Closing") shall take place on August 31, 2004, or such
earlier or later date as may be mutually agreeable and set by the parties (the
"Closing Date"). The Closing shall be conducted by mail and deemed held at the
offices of Cole, Schotz,


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Meisel, Forman & Leonard, P.A. Hackensack, New Jersey, at a time to be set by
the parties. At the Closing, all actions taken and all documents delivered will
be deemed to have been taken and delivered contemporaneously and no action will
be taken nor any documents deemed delivered until all actions have been taken
and all documents have been delivered.

     2.2. Closing Deliveries by Seller. At the Closing, as a condition to the
Closing for Buyer, Seller shall transfer and assign all of the properties and
assets to be sold hereunder and shall deliver to Buyer a General Bill of Sale
(as set forth in Exhibit 2.2.1), an Assignment of Customer Leases (as set forth
in Exhibit 2.2.2), the Special Warranty Deeds (as set forth in Exhibit 2.2.3),
an Assignment of Real Property Leases (as set forth in Exhibit 2.2.4), vehicle
titles and such other appropriate instruments of transfer and physical
possession as shall, in the reasonable opinion of counsel for Buyer, be
effective to vest in Buyer good and marketable title to said properties and
assets, including, but not limited to, releases of all outstanding security
interests in the properties and assets being transferred (other than the
Permitted Liens). Seller shall prepare a customer list based solely on its
readily available computer files of all customers who have purchased inventory
from the Locations during the fifteen (15) months preceding the Closing
("Customer List") and, at the Closing, transfer possession of such Customer
List, accounts receivable records and all other records concerning the
Operations at the Locations, including, without limitation, all customer records
at the Locations. Seller may retain historical records compiled at its corporate
office.

     2.3. Delivery and Payment by Buyer. At the Closing, Buyer will wire
transfer: (i) to an account designated by Seller funds in the amount of
$13,050,000 and (ii) to the U.S. Bank ("Escrow Agent") funds in the amount of
$1,450,000 and will deliver to Seller resale exemption certificates and the
license set forth in Exhibit 2.3a. Within three business days following the
final calculation of the Purchased Accounts Receivable, the Propane Inventory,
the Appliance Inventory, and the Prorations, and the Seller's and Buyer's
execution of the final Closing Statement (substantially in the form of Exhibit
2.3 attached hereto) evidencing their agreement to the calculation of such
amounts, Buyer will wire transfer to Seller the amount due pursuant to Section
1.3b (Propane Inventory), Section 1.3c (Purchased Accounts Receivable) and
Section 1.3d (Appliance Inventory), less any credits due Buyer under Section 1.5
(Prorations) or otherwise. On the first anniversary date of the Closing, Escrow
Agent shall wire transfer to the Seller the amount of $1,450,000, less any
amount that is not subject to disbursement or is payable to Buyer pursuant to
the Escrow Agreement.

     2.4. Further Assurances. Without further consideration, Seller or Buyer, as
the case may be, will at any time, and from time to time, execute and deliver
such further instruments of transfer or assignment and take such other action as
Buyer or Seller, as the


                                        7



case may be, reasonably may request to give effect to the transactions
contemplated by the terms of this Agreement.

     2.5. Procedures Pending Closing. Between the date of this Agreement and the
Closing Date:

          a. Access. Seller will give to Buyer and Buyer's representatives
reasonable access during normal business hours to Seller's properties, books,
records, and personnel files related solely to the Operations, and will allow
such persons to make copies (at Buyer's expense) of all of such documents and
all such financial and operating data and information as any such person shall
reasonably request from time to time, provided, that no such access shall be
requested or required to be given at any time or in any manner which interferes
with the normal conduct of Seller's business. All such documents, data, and
other materials are confidential and Buyer shall not release them to anyone
except its employees and agents, and then only for the purposes of this
transaction; provided, however, that any such documents, data, or other
materials shall not be deemed confidential for purposes of this paragraph to the
extent that the same (1) is a part of the public domain at the time of
disclosure, (2) subsequently becomes a part of the public domain by publication
or otherwise through no fault of Buyer or its representatives, (3) may be shown
by Buyer to have been contained in a writing in its possession at the time of
disclosure, which information had not been wrongfully acquired, directly or
indirectly, from Seller and Buyer is not under an obligation of confidentiality
with respect thereto, or (4) is subsequently disclosed to Buyer by a third party
not in violation of any rights of, or obligations to, Seller. Such examination
and investigation by Buyer shall not operate as a waiver of, or limit in any
way, the warranties and representations of Seller hereunder. If for any reason
the transactions contemplated by this Agreement are not consummated, then upon
Seller's written request Buyer shall return to Seller (and not thereafter use in
its own business or otherwise, or disclose the contents of) all documents, data
and other materials respecting Seller's business furnished to or obtained by
Buyer or its representatives from Seller or its representatives.

          b. Conduct of Business. Without the prior written consent of Buyer and
solely with respect to the Operations:

               (i) Seller will not sell or otherwise dispose of, or purchase or
acquire any assets at the Locations in any manner, except in the ordinary course
of business;

               (ii) Seller will not make, accrue, or become liable in any way
for any bonus, profit sharing, pension or incentive compensation payments to any
employee of Seller other than in conformity with arrangements existing on or
before June 1, 2004;


                                        8



               (iii) Seller will not make or enter into any material agreement
providing for any change in rates of wages or salaries or employment benefits or
term or duration of employment of any employee of Seller;

               (iv) Seller will carry on its business in the same manner as
heretofore conducted and will not take any action or enter into any contracts
other than in conformity with prior practice in the ordinary and regular course
of business as heretofore conducted; and

               (v) Seller will use commercial good faith to maintain and
preserve the Operations, consistent with past practice..

     2.6. Verification of Tanks. During the period commencing on the Closing
Date and ending February 28, 2005 (the "Verification Period"), Buyer shall use
commercially reasonable efforts to locate and verify (a) the quantity and sizes
of the tanks and cylinders as listed on Exhibit 1.1b (b) ownership of the tanks
and cylinders, and (c) proper identification (i.e., data plates) with respect to
the tanks and cylinders. At the end of the Verification Period, Buyer shall
submit to Seller a report (x) of all tanks and cylinders that cannot be located
and/or verified by Buyer, (y) with respect to which ownership is being contested
by a customer or other third party and (z) that do not have proper
identification as required by applicable laws or regulations, in each case,
within the Verification Period (the "Verification Report"). If Seller is unable
to resolve any claim by Buyer with respect to a tank or cylinder included in the
Verification Report within the thirty (30) day period following the Seller's
receipt of the Verification Report, Seller shall, at its option, (1) pay to
Buyer the replacement value of such tanks and cylinders in accordance with the
replacement costs set forth on Exhibit 2.6 or (2) provide Buyer with replacement
tanks and cylinders, which shall be equivalent in size, in good condition and
otherwise in accordance with Exhibit 1.1b. In the event that Seller pays the
replacement value or replaces an unverified or missing tank or cylinder, Seller
shall be assigned all of Buyer's ownership interest in the unverified or missing
tank or cylinder, and Buyer shall notify Seller if such unverified or missing
tank is located.

     2.7. Closing Date Receipts. Provided the Closing occurs, the proceeds
resulting from the Operations conducted on the Closing Date shall accrue to the
benefit of and be deemed to be the property of Buyer. This Section does not
affect in any way the liabilities of Seller referenced in Section 1.4a.

III  REPRESENTATIONS AND WARRANTIES.

     3.1. Representations and Warranties of Seller. Seller represents, warrants
and agrees to and with Buyer as follows:


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          a. Organizational Status. SP is a limited partnership, and SSS is a
corporation, both duly organized, validly existing and in good standing under
the laws of the state of Delaware and have full power and authority to carry on
their business as presently conducted and to own and operate their assets,
properties and business. SP and SSS are qualified to do business and are in good
standing under the laws of the states of Minnesota, North Dakota and Wisconsin.
Seller has full power and authority to execute this Agreement and carry out its
obligations hereunder.

          b. Financial Information. Seller has delivered to Buyer copies of
certain information (including financial information, operational data and sales
information), copies of which are attached as Exhibit 3.1b hereto, relating to
Seller's Operations ("Financial Information"). The Financial Information
represents fairly the financial position of the Operations as of the dates
thereof and the information included in the Financial Information presents
fairly and accurately the financial and operational results of the Operations
for the periods referred to therein, all prepared on a basis consistent with
prior periods.

          c. Changes During Preceding Year. Except as set forth on Exhibit 3.1c,
during the year preceding the date hereof, with respect to the Operations there
has not been:

               (i) Any material change, financial or otherwise, in the condition
of the properties, assets, liabilities, prospects or business, except normal and
usual changes in the ordinary course of business or changes disclosed in the
Financial Information, which have not in the aggregate been adverse to the
Operations at the Locations;

               (ii) Any damage, destruction or loss (whether or not covered by
insurance) suffered by Seller in an aggregate amount exceeding $10,000;

               (iii) Any sale, lease, abandonment or other disposition by Seller
of any interest in any real property, or, except in the ordinary course of
business, in any machinery, equipment or other operating property, or any lease
or sale of any propane tanks owned by Seller;

               (iv) Any other occurrence, event or condition which materially
and adversely affects or, to Seller's knowledge, is likely to materially and
adversely affect the Operations; or

               (v) Any material and adverse change in the Financial Information.


                                       10



          d. Personal Property. Except for the leased assets listed on Exhibit
3.1d (including the real property leases and vehicle leases), Seller owns and
has good and marketable title to the personal and intangible property to be sold
to Buyer hereunder including, without limitation, the propane tanks, equipment,
vehicles and other assets described on Exhibit 1.1b. Except for the Permitted
Liens, none of the personal property and assets to be transferred to Buyer
pursuant to this Agreement at the Closing are subject to any contract of sale,
encumbrance, security agreement, lien or charge of any kind or character. Except
for the leased assets, no person, corporation or firm other than Seller has any
ownership interest in the personal property being transferred pursuant to this
Agreement. All appliances and other equipment installed by Seller, and the
propane tanks, cylinders, regulators, vehicles and other equipment transferred
hereunder, are in working order and are in compliance with all applicable safety
regulations. The assets listed on Exhibit 1.1b attached hereto along with the
leased assets are sufficient to enable Buyer to continue to conduct the
Operations in the ordinary course of business, consistent with past practices.
"Permitted Lien" means, as to real property, Permitted Real Estate Liens, and,
as to all other property, (i) any lien for taxes not yet due or delinquent or
being contested in good faith by appropriate proceedings, (ii) any statutory
lien arising in the ordinary course of business by operation of law with respect
to a liability that is not yet due or delinquent, and (iii) any other lien which
individually or in the aggregate with other such liens could not reasonably be
expected to materially impair the use or value of the asset to which it
attaches.

          e. Real Property. The Special Warranty Deeds attached hereto as
Exhibit 2.2.3 set forth a complete legal description of each parcel of real
property owned by Seller and used in the Operations. Seller has good and
marketable title in fee simple absolute to such real property and to the
improvements thereon, free and clear of all liens, security interests, leases,
encumbrances, easements, covenants, restrictions, defects or other burdens,
except for Permitted Real Estate Liens. The transfer of such real property will
pass to Buyer good and marketable fee simple title and full entitlement to the
use and enjoyment of each parcel being transferred. Seller does not own, and the
real property described in the Special Warranty Deeds attached hereto as Exhibit
2.2.3 does not contain, any Underground Storage Tanks. "Permitted Real Estate
Liens" means (i) statutory liens for current taxes or other governmental charges
with respect to the real property (x) not yet due and payable or (y) with
respect to which Seller retains all liability and the amount or validity of
which is being contested in good faith by appropriate proceedings by Seller;
(ii) mechanics', carriers', workers', repairers' and similar statutory liens
arising or incurred in the ordinary course of business for amounts which are not
delinquent and which are not, individually or in the aggregate, material to the
business Locations; (iii) zoning, entitlement, building and other land use
regulations imposed by governmental agencies having jurisdiction over the real
property which are not violated by the current use and operation of the real
property; and (iv) covenants, conditions, restrictions, easements and other
matters or record affecting title to the real property


                                       11



which do no materially impair the use or value of the affected parcel of real
property for the purposes for which it is used in connection with the applicable
Location.

          f. Other Contracts and Encumbrances. Except as disclosed on Exhibit
3.1f, Seller is not a party to any written or oral (i) contract not made in the
ordinary course of business, (ii) franchise agreement, (iii) chattel mortgage,
equipment lease, security agreement or conditional sales contract or (iv)
partnership, joint venture or other business agreement with respect to the
Operations, in each case where the consideration to be paid or received by
Seller exceeds $5,000 or which cannot be terminated by Seller upon notice of
thirty (30) or fewer days without penalty. Seller has performed all obligations
and is not in default in any respect under any contract to which Seller is a
party. Attached hereto as Exhibit 3.1f is a listing of, and Seller has provided
complete copies of, all contracts and agreements to which Seller is a party for
the future sale by Seller of propane for a fixed or capped price, or in volumes
in excess of 5,000 gallons per year.

          g. Taxes. Seller has filed all income tax returns and all real and
personal property tax returns required to have been filed, and has paid all
taxes as shown on said returns, all assessments received by it and all amounts
due any governmental authority to the extent that such taxes, assessments and
amounts have become due.

          h. Restrictions. Seller is not subject to any restriction contained in
any charter, articles of incorporation, bylaw, mortgage, lien, lease, agreement,
instrument, order, judgment or decree, which would prevent the consummation of
the transactions contemplated by this Agreement.

          i. Easements. Seller has all easements and rights of ingress and
egress necessary for the conduct of the Operations, for placement of its propane
tanks, and all easements for utilities and services necessary for the conduct of
the Operations on the real property to be sold to or leased by Buyer pursuant to
this Agreement. The transfer, conveyance and assignment by Seller to Buyer at
the Closing of the property and rights described in Section 1.1 will pass to
Buyer good and marketable title to such property, together with all necessary
easements and rights of ingress and egress associated therewith. Seller
expressly represents and warrants that it will execute and deliver any
additional deeds, instruments or documents required to convey to Buyer all
easements necessary for the lawful conduct of the Operations at the Locations
(including, without limitation, placement of all equipment and tanks on Seller's
property) in the manner in which such Operations were conducted on the last
business day before the Closing.

          j. Litigation. Except as set forth on Exhibit 3.1j, Seller is not
engaged in, or to its knowledge threatened with, any legal action or other
proceeding before any court or administrative agency, has not been charged with,
and to its knowledge is not under investigation with respect to any charge
concerning, any material violation of any


                                       12



provision of federal, state or local law or administrative regulation in respect
of or affecting either the property and assets conveyed hereunder or the
Operations. The parties agree that Seller shall retain any and all condemnation
proceeds associated with the properties set forth on Exhibit 3.1j, except for
Buyer's reasonable "cost-to-cure." For the purpose of this subparagraph (j),
"cost-to-cure" shall be described as the reasonable costs associated with, by
way of example, replacing bituminous asphalt, or the relocation of existing
fences or signs. The reasonable cost-to-cure for 1310 Highway 55 East, Buffalo,
Minnesota 55313-9100 (FGB file No. 744.16575) shall be deemed to be the sum of
Twenty-One Thousand Three Hundred Ninety and 00/100 ($21,390.00) Dollars.

          k. Employees. Seller has not made any representations to its employees
with respect to any undertaking or commitment by Buyer to continue the
employment of such employees. None of Seller's employees at the Locations is or
has been subject to any union, labor or collective bargaining agreement nor have
there been any demands for such an agreement. Seller has no liability under the
Employee Retirement Income Security Act, the National Labor Relations Act, the
Fair Labor Standards Act, the Civil Rights Act, the Equal Employment Opportunity
Act or any other social, employment or labor law affecting Seller which is not
being retained by Seller as Seller's obligation. Seller has no accrued liability
to any employee for wages, fringe benefits or otherwise which is not being
retained by Seller as Seller's obligation, except as provided in Section 5.7.

          l. Environment.

               (i) With respect to the Operations and except as disclosed on
Exhibit 3.1l, Seller is in full compliance with all aspects of each (i) federal,
state or local law relating to pollution or the environment, including but not
limited to laws relating to emissions, discharges, releases or threatened
releases of pollutants, contaminants, chemicals or industrial, toxic or
hazardous substances or wastes (collectively "Hazardous Wastes") into the
environment or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transportation or handling of Hazardous
Wastes (collectively "Environmental Laws"); and (ii) regulation, code, plan,
order, decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved pursuant to or in connection with any Environmental Laws
(which collectively with Environmental Laws are hereinafter referred to as
"Environmental Laws and Regulations"). With respect to the Operations and except
as disclosed on Exhibit 3.1l, there is no civil, criminal, administrative or
other action, suit, demand, claim, hearing, notice of violation, investigation,
proceeding, notice or demand letter pending, received or, to the knowledge of
Seller, threatened against Seller relating in any way to Environmental Laws and
Regulations.


                                       13



               (ii) With respect to the Operations and except as disclosed on
Exhibit 3.1l, during the period of ownership, leasehold interest or operation by
Seller or its affiliates with respect to such parcel of Transferred Property
there have occurred no and there are no anticipated, releases or substantial
threats of a release of any Hazardous Wastes, from or onto any Transferred
Property (as defined below) which release or threatened release is or may be
subject to regulation under Environmental Laws and Regulations. Without limiting
the foregoing, no asbestos fibers or materials or polychlorinated biphenyls
(PCBs) are on or in any Transferred Property. None of the Transferred Property
has previously been used, is now being used or is contemplated to be used for
the generation, transportation, treatment, storage, abatement or disposal of any
Hazardous Wastes subject to regulation under Environmental Laws and Regulations.
"Transferred Property" means any Location which (i) is currently owned, leased
or utilized by Seller and (ii) which Buyer is purchasing, leasing, assuming the
existing lease or otherwise obtaining the right to utilize such property in
connection with the transactions contemplated by this Agreement.

               (iii) With respect to each parcel of Transferred Property and
except as disclosed on Exhibit 3.1l, during the period of ownership, leasehold
interest or operation by Seller or its affiliates with respect to such parcel of
Transferred Property, there have occurred no conditions, circumstances,
activities, practices, incidents, actions or plans which may give rise to any
common law or legal liability, or otherwise form the basis of any claim, action,
demand, suit, proceeding, hearing, notice of violation, study or investigation,
based on or related to the manufacture, generation, ownership, possession,
distribution, use, treatment, abatement, storage, disposal, transportation or
handling, or the emission, discharge, release or threatened release into the
environment of any Hazardous Wastes. For purposes of this Section 3.1, the
affiliates of Seller shall be defined as: Suburban Propane, a division of
Quantum Chemical Corporation; Quantum Chemical Corporation; Hanson PLC;
Millennium Petrochemicals, Inc.; TexGas Corporation; and Home Gas Company, Inc.

          m. Licenses and Permits. Seller and its employees have all material
licenses, permits and approvals required under federal law, the laws of the
states of Minnesota, North Dakota and Wisconsin, or any local or regional
governmental authority to conduct the business of Seller at all Locations.
Seller will cooperate with Buyer in transferring to Buyer or its employees those
licenses, permits or approvals which may be transferable. Seller has no
knowledge of any facts or occurrences which constitute violations of any
licensing, permit or other laws to which Seller, its employees or the Operations
are subject.

          n. Compliance with Law and Applicable Government Regulations. With
respect to the Operations, Seller has not previously failed nor is currently
failing to comply with any applicable federal, state or local law or regulation,
including without


                                       14



limitation, any energy, antitrust, health and safety or Environmental Laws and
Regulations. With respect to the Operations, there are no proceedings of record,
no proceedings are pending or to Seller's knowledge threatened, nor has Seller
received any written notice regarding any violation of any law, ordinance,
requirement, order, rule or regulation enforced by any governmental agency or
other entity (federal, state or local) claiming jurisdiction over Seller,
including without limitation, any requirement of OSHA or any pollution and/or
environmental control agency.

          o. Insurance. Seller maintains in effect insurance covering Seller's
Operations and any liabilities relating thereto in an amount believed adequate
by Seller, and such insurance coverage shall be maintained by Seller through the
Closing Date. The products liability and personal injury insurance maintained by
Seller has been on an "occurrence" basis during the six-year period prior to the
Closing Date. Seller has previously delivered to Buyer a true and complete
schedule of its general liability insurance policies.

          p. Authorization. This Agreement and all documents and actions
required to consummate the transactions contemplated hereby have been duly
approved and authorized by the SP's Board of Supervisors and SSS's Board of
Directors.

          q. Brokerage Fees and Expenses. Seller has no liability for brokerage
fees or other commissions relative to this Agreement, or to the transactions
contemplated hereby.

          r. Exhibits Correct. The exhibits and schedules attached hereto are
true, complete and accurate as of the date hereof and Seller shall notify Buyer
of all changes in such information in writing at the Closing so that such
exhibits and schedules will be true, complete and correct as of the Closing
Date.

          s. Warranties Correct, Etc. The representations and warranties of
Seller contained in this Agreement or otherwise made in writing in connection
with the transactions contemplated by this Agreement shall be true on and as of
the Closing Date with the same effect (except as to transactions contemplated by
this Agreement) as though such representations and warranties had been made on
and as of such date, and each and all of the agreements and conditions to be
performed or observed by Seller on or before the Closing Date pursuant to the
terms hereof shall have been duly performed or observed.

          t. Disclaimer of other Representations and Warranties. Except as
expressly set forth in this Section 3.1 or otherwise provided in this Agreement,
Seller makes no representation or warranty, express or implied, at law or in
equity, including any representation or warranty in respect of the Operations or
the assets transferred or the liabilities assumed, or the MERCHANTABILITY OR
FITNESS FOR ANY


                                       15



PARTICULAR PURPOSE of the acquired assets and any such other representations or
warranties are hereby expressly disclaimed.

     3.2. Representations and Warranties of Buyer. Buyer represents, warrants
and agrees to and with Seller as follows:

          a. Organizational Status. Buyer is a limited partnership duly
organized, validly existing and in good standing under the laws of the state of
Delaware and has the power and authority to own its property and to carry on its
business as presently conducted. Buyer has full power and authority to execute
this Agreement and carry out its obligations hereunder.

          b. Restrictions. Buyer is not subject to any restriction contained in
any charter, partnership agreement, mortgage, lien, lease, agreement,
instrument, order, judgment or decree, which would prevent the consummation of
the transactions contemplated by this Agreement.

          c. Authorization. This Agreement and the transactions contemplated
hereby have been duly approved and authorized by all necessary corporate action
of the Board of Directors of Buyer's general partner.

          d. Brokerage Fees and Expenses. Buyer shall indemnify Seller and hold
Seller harmless against and in respect of any claim for brokerage fees or other
commissions incurred or owing by Buyer relative to this Agreement, or to the
transactions contemplated hereby, and also in respect of all expenses of any
character incurred by Buyer in connection with this Agreement or such
transactions.

          e. Investigation by Buyer. Buyer acknowledges that except for Seller's
express representations and warranties set forth in this Agreement, Buyer is
relying upon Buyer's own independent investigation of the assets acquired
hereunder and liabilities assumed in entering into this Agreement. In entering
into this Agreement, Buyer has relied solely upon the express representations,
warranties and covenants of Seller set forth in Section 3 hereof and Buyer's own
investigation and analysis. Buyer further acknowledges, that except as expressly
set forth in the representations and warranties in Section 3 there are NO
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

          f. Warranties Correct, Etc. The representations and warranties of
Buyer contained in this Agreement or otherwise made in writing in connection
with the transactions contemplated by this Agreement shall be true on and as of
the Closing Date with the same effect as though such representations and
warranties had been made on and as of such date.


                                       16



IV   CONDITIONS TO CLOSING.

     4.1. Conditions to Buyer's Obligations. If, for any reason whatsoever, the
following conditions are not satisfied (or waived by Buyer) by the Closing, then
Buyer, at its option, may terminate this Agreement without further obligation to
Seller (other than for confidentiality, return of Seller confidential
information, liability for any prior breach of the Agreement and those other
provisions of this Agreement intended to survive):

          a. Documents. Seller shall have furnished Buyer with all documents,
certificates and other instruments required to be furnished by Seller pursuant
to the terms of this Agreement, including without limitation, the Customer List,
vehicle titles, and certified copies of resolutions duly adopted by the SP's
Board of Supervisors and SSS's Board of Directors authorizing all action
necessary to enable Seller to comply with the terms of this Agreement.

          b. No Actions or Proceedings. No material action or proceeding against
Seller which is adverse to the Operations shall have been instituted or, to the
knowledge of Seller, threatened before a court or other governmental body or
instituted or threatened by any public authority.

          c. Title Insurance. Buyer shall obtain a commitment for title
insurance evidencing the obligation of a title insurer to insure merchantable
fee simple title in Buyer subject to Permitted Real Estate Liens, as of the
Closing Date, to the real property described in the deeds attached hereto as
Exhibit 2.2.3, and Buyer's reasonable objections to the state of title shown on
such commitment shall have been satisfied.

          d. No Material Adverse Change. No material adverse change in the
amount or condition of the properties, assets, liabilities or business of Seller
with respect to the Operations at the Locations, taken as a whole, shall have
occurred during the period between the date of execution hereof and the Closing.

          e. Representations, Warranties, Etc. The representations and
warranties of Seller hereunder shall be true when made and shall be true in all
material respects at the Closing Date as though such representation and warranty
had been made on the Closing Date, and Seller shall have substantially performed
all covenants and agreements on its part required to be performed, and shall not
be in default under any of the provisions of this Agreement, at the Closing
Date.

     4.2. Conditions to Seller's Obligations. If, for any reason whatsoever, the
following conditions are not satisfied (or waived by Seller) by the Closing,
then Seller, at its option, may terminate this Agreement with no further
obligation to Buyer (other than for confidentiality, liability for any prior
breach of the Agreement and those other provisions of this Agreement intended to
survive):


                                       17



          a. Deliveries. Buyer shall have furnished Seller with all documents,
payments, certificates and other instruments required to be furnished to Seller
by Buyer pursuant to the terms of this Agreement.

          b. Representations, Warranties, Etc. Each and every representation and
warranty of Buyer hereunder shall be true in all material respects at the
Closing Date as though such representation and warranty had been made on the
Closing Date, and Buyer shall have substantially performed all covenants and
agreements on its part required to be performed, and shall not be in default
under any of the provisions of this Agreement, at the Closing Date.

V    FURTHER AGREEMENTS.

     5.1. Survival of Representations and Warranties; Indemnity.

          a. Warranty Survival. All of the representations and warranties of the
Seller contained in Sections 3.1b, 3.1c, 3.1d, 3.1e, 3.1f, 3.1h, 3.1i, 3.1j,
3.1k, 3.1m, 3.1n, 3.1o, 3.1q, 3.1r, and 3.1s above shall survive the Closing
Date and continue in full force and effect for a period of eighteen (18) months
thereafter. All of the representations and warranties of the Seller contained in
Section 3.1g above shall survive the Closing Date and continue in full force and
effect for a period of five (5) years thereafter. All of the representations and
warranties of Seller contained in Section 3.1l above shall survive the Closing
Date and continue in full force and effect for a period of three (3) years
thereafter. All of the covenants and the other representations and warranties of
the parties contained in this Agreement shall survive the Closing Date and
continue in full force and effect forever thereafter (subject to any applicable
statutes of limitations).

          b. Seller Indemnification. Seller will indemnify and hold Buyer,
Buyer's directors, officers and employees harmless against any loss, cost,
liability or expense (including, without limitation, costs and expenses of
litigation and reasonable attorneys' fees) (hereinafter "Damages") incurred or
suffered by Buyer or any affiliate of Buyer as a result of (i) the incorrectness
or breach of any of the representations, warranties, covenants or agreements of
Seller contained in this Agreement or given on the Closing Date or (ii) the
assertion against Buyer of any liability of Seller; provided, however, that the
Seller shall not have any obligation to indemnify the Buyer from and against any
Damages resulting from, arising out of, relating to, in the nature of, or caused
by (A) the breach of any such representation or warranty listed above until the
Buyer has Damages by reason of all such breaches in excess of a $150,000
aggregate threshold (at which point the Seller will be obligated to indemnify
the Buyer from and against all such Damages relating back to the first dollar),
or for Damages in excess of a maximum aggregate of $3,000,000, or (B) the breach
of the representations or any violation of Environmental Laws and Regulations
except caused by the Operations or, with respect to the Transferred Properties,
which occurred during the period of ownership, leasehold


                                       18



interest or operation by Seller or its affiliates. Without limiting the remedies
available to Buyer to enforce the indemnities provided by this Section 5.1 and
subject to the Escrow Agreement, Seller agrees that the amount of any Damages
suffered by Buyer may be credited and set off against any sums of money at any
time or from time to time payable or deliverable by Buyer or its successors to
Seller. Individual Damages of less than $5,000 shall not be subject to
indemnification and shall not count toward the aggregate threshold or the
maximum aggregate. Seller shall have a further duty to indemnify Buyer for
Damages incurred or suffered by Buyer arising out of or with respect to the
environmental conditions listed on Exhibit 3.1l (to the extent the event or
condition arose or occurred during the period of ownership, leasehold interest
or operation by Seller or its affiliates) and the litigation listed on Exhibit
3.1j, subject to the aggregate threshold, maximum aggregate and individual
Damages threshold set forth above.

          c. Additional Seller Indemnification and Access.

               (i) As used in this Article V, the following terms shall have the
following meanings:

               "Barnesville Site" shall mean the property located at U.S. Route
No. 52, Barnesville, MN.

               "Compliance Costs" shall mean all costs to obtain the
Environmental Compliance, including without limitation all costs of
investigation, remediation, removal, containment, monitoring or disposal of
Hazardous Wastes, all consulting and engineering fees and all governmental fees
and penalties.

               "Environmental Compliance" shall mean written confirmation from
the Minnesota Pollution Control Agency or other governmental entity with
jurisdiction that no further action is required to investigate the Known
Hazardous Wastes and the Unknown Seller Hazardous Wastes.

               "Known Hazardous Wastes" shall mean the Hazardous Wastes
identified in Exhibit 3.11 with respect to the Rochester Site or the Barnesville
Site, as the case may be, and any further migration or dispersal of those
Hazardous Wastes.

               "Rochester Site" shall mean the property located at 1410 7th
Street Northwest, Rochester, MN

               "Unknown Seller Hazardous Wastes" shall mean, with respect to the
Barnesville Site and Rochester Site, Hazardous Wastes for which Seller is
responsible under section 5.1(b) that are presently unknown to Seller and are
discovered during Seller's remediation of the Known Hazardous Wastes.


                                       19



               (ii) After the Closing, Seller shall obtain Environmental
Compliance for the Rochester Site within a commercially reasonable time and at
Seller's cost. Seller's remediation may be performed to the minimum requirements
of Environmental Laws and Regulations applicable to properties used in the
manner in which the Rochester Site is used on the date hereof. Buyer shall
cooperate with Seller's remediation to the foregoing standard, including by
signing any required consent thereto. Seller shall indemnify and hold Buyer and
its officers, directors and employees harmless from and against any third party
claim asserted against Buyer or its affiliates arising from or related to the
presence of the Known Hazardous Substances affecting the Rochester Site or the
Barnesville Site.

               (iii) Buyer shall provide access to the Rochester Site to Seller
and Seller's representatives to perform the work to obtain the Environmental
Compliance. Seller shall provide Buyer with commercially reasonable notice prior
to access by Seller or its representatives and shall use commercially reasonable
efforts to avoid interference with Buyer's operations. Notwithstanding anything
contained herein, provided Seller complies with the provisions of this section
5.1(c), Buyer hereby releases Seller from any claim Buyer may have now or in the
future arising from or related to Environmental Compliance, or the presence of
Known Hazardous Wastes or Unknown Seller Hazardous Wastes which are remediated
pursuant to this Section 5.1, on the Rochester Site or the Barnesville Site,
including interference with the use of the such Site and consequential damages
of Buyer arising from Seller's efforts to obtain Environmental Compliance and
any claims for diminution in property value arising from the presence of Known
Hazardous Wastes and Unknown Seller Hazardous Wastes on such Site; however, this
release shall have no effect upon Buyer's right to make a claim for
indemnification arising from a third party claim as described in Section
5.1(c)(ii).

               (iv) Seller is providing Buyer with access to the Barnesville
Site pursuant to the Access Agreement by and between the parties, executed on
the date hereof. During the period of Buyer's occupancy of the Barnesville Site
pursuant to the Access Agreement, Seller may, at its option, perform any
investigation at the Barnesville Site to investigate Known Hazardous Substances
and Seller shall perform any notification, investigation or remediation required
by applicable law while Buyer has access to the Barnesville Site. In the event
that Seller exercises its option to assign the lease, as set forth in paragraph
7 of the Access Agreement, then Seller shall obtain Environmental Compliance for
the Barnesville Site in the same manner and on the same terms as for the
Rochester Site set forth in subsections 5.1(c)(ii) and (iii) above. In the event
that Seller exercises its option to relocate Buyer, as set forth in paragraph 7
of the Access Agreement, then Seller shall not have an obligation to obtain
Environmental Compliance for the Barnesville Site, except as required by
applicable law.


                                       20



               (v) Notwithstanding the provisions of 5.1(b) above, all
indemnification obligations incurred by Seller pursuant to the provisions of the
section 5.1(c) shall not be subject to the individual Damages threshold or
aggregate Damages threshold but shall count toward the $3 million maximum
aggregate of Damages set forth in paragraph 5.1(b) above.

          d. Buyer's Indemnification. Buyer will indemnify and hold Seller and
Seller's directors, officers, and employees harmless against any Damages
incurred or suffered by Seller or affiliate of Seller as a result of or arising
from (i) the incorrectness or breach of any of the representations, warranties,
covenants and agreements of Buyer contained in this Agreement or given on the
Closing Date; or (ii) any Assumed Liability.

     5.2. Indemnification Procedures

          a. In the event that any legal proceedings shall be instituted or that
any claim or demand ("Claim") shall be asserted by any third person in respect
of which payment may be sought under Section 5.1 hereof, the indemnified party
shall reasonably and promptly cause written notice of the assertion of any Claim
of which it has knowledge which is covered by this indemnity to be forwarded to
the indemnifying party. The indemnifying party shall have the right, at its sole
option and expense, to be represented by counsel of its choice (which must be
reasonably satisfactory to the indemnified party), and to defend against,
negotiate, settle or otherwise deal with any Claim which relates to any Damages
indemnified against hereunder. If the indemnifying party elects to defend
against, negotiate, settle or otherwise deal with any Claim which relates to any
Damages indemnified against hereunder, it shall within five (5) days (or sooner,
if the nature of the Claim so requires) notify the indemnified party of its
intent to do so. If the indemnifying party elects not to defend against,
negotiate, settle or otherwise deal with any Claim which relates to any Damages
indemnified against hereunder, fails to notify the indemnified party of its
election as herein provided or contests its obligation to indemnify the
indemnified party for such Damages under this Agreement, the indemnified party
may defend against, negotiate, settle or otherwise deal with such Claim. If the
indemnified party defends any Claim, then the indemnifying party shall reimburse
the indemnified party for the costs and expenses (including reasonable
attorneys' and other professionals' fees and expenses) of defending such Claim
upon submission of periodic bills. If the indemnifying party shall assume the
defense of any Claim, the indemnified party may participate, at his or its own
expense, in the defense of such Claim; provided, however, that such indemnified
party shall be entitled to participate in any such defense with separate counsel
at the expense of the indemnifying party if, (i) so requested by the
indemnifying party to participate or (ii) in the reasonable opinion of counsel
to the indemnified party, a conflict or potential conflict exists between the
indemnified party and the indemnifying party that would make such separate
representation advisable; and provided, further, that the indemnifying party
shall


                                       21



not be required to pay for more than one such counsel for all indemnified
parties in connection with any Claim. The parties agree to cooperate fully with
each other in connection with the defense, negotiation or settlement of any such
Claim.

          b. In the case of a Claim brought by a third party, the party to be
indemnified shall be reimbursed for any legal or other expenses reasonably
incurred by the party to be indemnified in connection with investigating or
defending any such Claim as such expenses are incurred. In the case of a Claim
brought by Seller against Buyer, or by Buyer against Seller, after any final
judgment or award shall have been rendered by a court, arbitration board or
administrative agency of competent jurisdiction and the expiration of the time
in which to appeal there from, or a settlement shall have been consummated, or
Buyer and Seller shall have arrived at a mutually binding agreement with respect
to such a Claim, the indemnified party shall forward to the indemnifying party
notice of any sums due and owing by the indemnifying party pursuant to this
Agreement with respect to such matter and the indemnifying party shall be
required to pay all of the sums so due and owing to the indemnified party by
wire transfer of immediately available funds within 10 business days after the
date of such notice.

          c. No settlement of any Claim may be made by the indemnifying party
without the consent of the indemnified party unless such settlement releases the
indemnified party from any liability in respect thereof and does not include any
admission of culpability on the part of the indemnified party.

          d. In the event that an indemnified party should have a claim against
the indemnifying party hereunder which does not involve a claim or demand being
asserted by a third party, the indemnified party shall send a written notice
with respect to such claim to the indemnifying party. The indemnifying party
shall have 10 days from the date such notice is delivered during which to notify
the indemnified party in writing of any good faith objections it has to the
indemnified party's notice or claims for indemnification, setting forth in
reasonable detail each of the indemnifying party's objections thereto. If the
indemnifying party does deliver such written notice of objection within such
10-day period, the indemnifying party and the indemnified party shall attempt in
good faith to resolve any such dispute within 10 days of the delivery by the
indemnifying party of such written notice of objection.

     5.3. Indemnification as Sole Remedy. Except in connection with fraud or
specific performance, Buyer acknowledges that the indemnification provisions
contained in this Section 5 constitute Buyer's sole and exclusive remedy with
respect to any claims or disputes arising out of or in connection with the
Agreement.

     5.4. Covenants Against Competition.


                                       22



          a. Seller agrees that Seller, and Seller's affiliates and officers
will not (i) for the period commencing on the Closing Date and ending three
years after such date, reveal, make known or use, directly or indirectly, any
confidential business information (including without limitation, customer lists
and records) sold to Buyer pursuant to this Agreement, nor (ii) for the period
commencing on the Closing Date and ending three years after such date, within a
50-mile radius of the location of any of Seller's Operations in Minnesota, North
Dakota and Wisconsin, directly or indirectly (whether as owner, director,
shareholder (with the exception of beneficial ownership by such persons or
entities, individually and in the aggregate, of not more than five percent of
the outstanding equity securities of any publicly held corporation), employee,
officer, agent, broker, dealer, representative or in any other capacity), (a)
solicit, market or provide or attempt to market or provide to any person or
entity either propane, tanks, cylinders or any other products or services
associated with the Operations, (b) divert or attempt to divert from Buyer any
business with any customer or account with which Seller had any contact or
association, which was under the supervision of Seller, or the identity of which
was learned by Seller as a result of conducting the Operations, (c) induce any
salesperson, distributor, manufacturer, representative, agent, jobber or other
person transacting business with Buyer at the Locations to terminate his, her or
its relationship or association with Buyer, or to represent, distribute or sell
services or products in competition with the services or products of Buyer, (d)
induce or cause any employee of Buyer at the Locations to leave the employ of
Buyer or (e) lend money to, invest in or otherwise assist in any manner any
individual or entity engaged in activities described in (a), (b), (c) or (d)
above. Notwithstanding the preceding, the restrictions of this Section 5.4 shall
not be construed in any manner to prohibit or restrict the Seller, from directly
or indirectly (i) acquiring all or substantially all of the assets or capital
stock of any of the entities listed on Exhibit 5.4, or their successors or
assigns. Recognizing the irreparable nature of the injury which would be caused
Buyer by violation of this Section 5.4, Seller agrees that in addition to and
without limitation of any rights which Buyer might have hereunder, any violation
of this Section 5.4 shall be the proper subject matter for immediate injunctive
relief and Buyer shall have the right to offset any Damages it might have
incurred by reason of any breach hereof against any sums of money at any time
deliverable by Buyer or its successors to Seller subject to the Escrow
Agreement.

          b. If any covenant, undertaking or other provision of Section 5.4a
hereof shall be determined to be invalid, illegal or incapable of being enforced
by reason of any rule of law or public policy, all other covenants, undertakings
and provisions of such Section shall nevertheless remain in full force and
effect and shall be deemed separable and divisible from all other covenants,
undertakings and provisions thereof and none shall be deemed to be dependent
upon any other unless so expressed herein. If any provision of such Section
relating to time periods or geographical area is found by a court of competent
jurisdiction to exceed the maximum time period or geographical area such court
deems reasonable and enforceable, the parties agree that such court may enforce


                                       23



such provisions for the maximum time period and/or geographical area as the
court finds to be reasonable.

     5.5. Retained Access. Following the Closing, to the extent reasonably
required for any bona fide business purpose, Buyer will allow, and will use its
reasonable efforts to cause its affiliates to allow, Seller (and Seller's
agents, representatives and affiliates) access to all business records
concerning the Operations, the acquired assets hereunder or the Assumed
Liabilities which relate to the period prior to the Closing Date and will permit
such person to make copies of same. Such access will be granted upon reasonable
advance notice, during normal business hours, and in such a manner so as not to
interfere unreasonably with the operations of the Business. Without limiting the
generality of the foregoing, if either Buyer or Seller or any of its affiliates
actively is contesting or defending against any charge, complaint, action, suit,
proceeding, hearing, investigation, claim or demand in connection with (a) any
transaction contemplated hereby, or (b) any fact, situation, circumstances,
status, condition, activity, practice, plan, occurrence, event, incident,
action, failure to act, or transaction on or prior to the Closing relating to
the Operations, then the other party will cooperate, and use its reasonable
efforts to cause its affiliates to cooperate, with the contesting or defending
party and its counsel in such contest or defense, make available such other
party's and its affiliates' personnel and provide such testimony and access to
books and records as are reasonably requested in connection with such contest or
defense, all at the contesting or defending party's expense.

     5.6. Taxes. Buyer shall be solely responsible for the payment of any sales
or transfer or other taxes as may be required to paid in connection with the
transactions provided for herein, together with all documentary, filing and
recording taxes, fees and charges associated with the transactions contemplated
by this Agreement. All personal property and other taxes and assessments based
upon or measured by the ownership of property, or the receipt of proceeds
therefrom, shall be prorated between Seller and Buyer as of the Closing Date;
provided, however, that each party shall be responsible for its own income and
franchise taxes. Seller may require Buyer to remit any and all applicable taxes
to Seller; under these circumstances, Seller shall be responsible for remitting
said taxes to the appropriate taxing authorities.

     5.7. Employees. Except as set forth on Exhibit 5.7, Buyer agrees to extend
offers of employment to all employees of Seller who shall be working as of the
Closing Date at any of the Locations and who meet Buyer's employment
qualifications and criteria, and shall employ such employees who accept such
offers ("Hired Employees") at no less than the same wage or salary rate in
effect and on other terms, conditions, and benefits as are provided to similarly
situated employees of the Buyer. Buyer and Seller acknowledge that some
employees of Seller at the Locations have accrued bonus due to them from Seller
for the period October 1, 2003 through September 30, 2004, contingent


                                       24



upon their continued employment by Seller on December 10, 2004. The bonus plan
and estimated payments due thereunder are more particularly described on Exhibit
5.7.2. Buyer and Seller agree that it is appropriate to honor the bonus plan to
each employee who remains in the employ of Buyer on December 10, 2004,
contingent upon said employee executing Buyer's standard Employment Agreement.
Seller convenants and agrees to pay to Buyer upon demand the bonus payments made
by Buyer pursuant to Seller's bonus plan and this Section 5.7, along with all
applicable payroll taxes incurred by Buyer therefore. Seller's obligations
pursuant to this Section 5.7 shall not be subject to the thresholds, caps,
procedures and other limitations set forth in Section 5.1 and 5.2.

     5.8. Name Change; Use of Seller's Name. Buyer shall remove the name and
logo of Seller from the assets at the Locations within a commercially reasonable
time, but in no event later than ninety (90) days after the Closing for primary
locations, and at secondary locations and customer locations six (6) months
after the Closing, at Buyer's sole cost and expense. From and after the Closing,
Buyer shall use only Buyer's own name when taking action in respect of the
Operations or in connection with any Location. Buyer shall not state, represent
or imply that Buyer is connected in any manner with, or acting for or on behalf
of, Seller or any of Seller's affiliates. Buyer shall not (a) use the marks
and/or names of, or otherwise refer to Seller or any of Seller's affiliates or
(b) use any names and/or marks similar to the names and/or marks of any Seller
or any of Seller's affiliates.

     5.9. Confidential Information. The parties acknowledge and agree that the
Confidentiality Agreements dated August 9, 2004 between Seller as "Discloser"
and Buyer as "Disclosee" remain in full force and effect and shall survive the
termination of this Agreement, but shall not survive the Closing, and if Closing
occurs, shall be null and void thereafter.

     5.10. Public Announcements. All public announcements prior to and on the
Closing Date relating to this Agreement or the transactions contemplated hereby,
including announcements to employees, will be made only as may be agreed upon
jointly by the parties hereto; provided, however, that Buyer or Seller may make
any public disclosure it believes in good faith is required by applicable law or
stock exchange requirement (in which case the disclosing party will use its
reasonable best efforts to advise the other party prior to making the
disclosure).

     5.11. Notices. Any notice, request, instrument or other document to be
given hereunder shall be in writing and delivered personally or sent by
certified or registered mail, postage prepaid:


                                       25



     If to Buyer, addressed as follows:

          Ferrellgas, L.P.
          c/o Ferrellgas, Inc.
          One Liberty Plaza
          Liberty, Missouri 64068
          Attention: Kenneth A. Heinz, Sr. Vice President,
          Corporate Development

with a copy to:

          Bryan Cave LLP
          1200 Main Street, Suite 3500
          Kansas City, Missouri 64105
          Attention: Morris K. Withers, Esq.

     If to Seller, addressed as follows:

          Suburban Propane, L.P.
          240 Route 10 West, P.O. Box 206
          Whippany, NJ 07981
          Attention: Janice Meola Sokol, Esq.

with a copy to:

          Cole, Schotz, Meisel, Forman & Leonard, P.A.
          Court Plaza North
          25 Main Street
          Hackensack, NJ 07601
          Attention: Alan Rubin, Esq.

or to such other address as any of the parties hereto may designate by notice
given as above provided. Any item sent by registered or certified mail, as above
provided, will be deemed given when deposited in the United States mails.

     5.12. Risk of Loss. Seller shall bear the risk of loss or damage to the
properties and assets to be sold hereunder until the Closing.

     5.13. Bulk Sales Law. Buyer waives compliance by Seller with the provisions
of any applicable bulk sales, fraudulent conveyance or other law for the
protection of creditors of any jurisdiction that may otherwise be applicable in
connection with the transfer of the assets under this Agreement and in
consideration of such waiver, Seller agrees to indemnify Buyer and hold Buyer
harmless from and against any Damages arising out of or resulting from such
non-compliance.


                                       26



     5.14. Vehicle Leases.

          a. Buyer agrees to buy out, at its sole cost and expense, the leases
listed on Schedule no later than sixty (60) days from the Closing Date for an
amount not to exceed $1,800,000. Until such time as the Buyer has purchased the
lease pertaining to specific vehicles, Buyer may operate the vehicles in the
ordinary course of business, but shall remove them from the Locations.

          b. Covenants with respect to the Leases. At all times that Seller is a
guarantor or otherwise remains potentially liable in any manner with respect to
any motor vehicle lease (each, a "Lease") set forth on Exhibit 3.1(d):

               (i) Buyer shall faithfully abide by, perform and discharge, at
          its sole cost and expense, each and every obligation, covenant and
          agreement under such Lease prior to the expiration of any applicable
          grace or cure period and Buyer hereby agrees to indemnify and hold
          Seller harmless from and against any and all loss, cost, expense
          (including reasonable attorneys' fees), damage and liability incurred
          by Seller as a result of claims brought against Seller with respect to
          the performance of all of the terms, covenants and conditions of such
          Lease to be performed from and after the Closing Date;

               (ii) Buyer shall not modify, amend or alter the terms or
          provisions of such Lease, and otherwise shall not take any action that
          could, in either case, reasonably be expected to increase the
          aggregate liability of Buyer or Seller thereunder;

               (iii) Buyer shall not (A) sell, encumber, assign, transfer or
          otherwise dispose of such Lease, the motor vehicles in respect thereof
          (in respect of any such Lease, the "Leased Motor Vehicle") or Buyer's
          interest therein, whether effected voluntarily or involuntarily,
          directly or indirectly, by operation of law or otherwise, or (B)
          consent to or enter into any contract, agreement or arrangement to
          take any action prohibited by clause (A) above; and

               (iv) Buyer shall faithfully maintain any and all insurance
          requirements set forth by the Lessor of the Leased Motor Vehicles.

     If Buyer shall fail to perform any covenant contained in any Lease, (i)
Seller may (but shall have no obligation to) make advances to perform the same
on Buyer's behalf, and all sums so advanced shall be repaid by Buyer immediately
upon the demand of Seller, (ii) Buyer shall transfer such Lease and surrender
possession of the related Leased Motor Vehicle to Seller immediately upon the
demand of Seller and (iii) Seller shall be


                                       27



authorized, absent voluntary surrender by Buyer, to assume the obligations of
Buyer under the applicable Lease and to take possession of the Leased Motor
Vehicle subject to such Lease. Upon the transfer or assumption of any Lease and
the surrender or taking of possession of any Leased Motor Vehicle by Seller
pursuant to this Section, Seller shall be entitled to use, operate, manage,
control and dispose of such Lease and related Leased Motor Vehicle solely for
its own account (subject, in each case, to the terms of the applicable Lease).

     5.15. Tax Disclosures. Notwithstanding any other agreement among the
parties or anything else herein to the contrary, each party to this Agreement
(and any employee, representative or other agent thereof) may disclose to any
and all persons, without limitation of any kind, the U.S. federal income tax
treatment and any tax structure of the transactions contemplated by this
Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment and tax
structure; provided, that no party (or any employee, representative or other
agent thereof) shall disclose pursuant to this section (i) any information that
is not relevant to an understanding of the U.S. federal income tax treatment of
the transactions contemplated by this Agreement, including the identity of any
party to this Agreement (or its employees, representatives or agents) or other
information that could lead any person to determine such identity or (ii) any
information to the extent such disclosure could result in a violation of any
federal or state securities laws; and provided further, that this section shall
not apply until the earliest of (a) the date of public announcement of
discussions relating to the transactions, (b) the date of public announcement of
the transactions, or (c) the date of execution of an agreement, with or without
consideration, to enter into the transactions.

     5.16. Miscellaneous. This Agreement, including the documents and exhibits
referred to herein, contains the entire understanding of the parties hereto and
supersedes all prior understandings, agreements or undertakings of the parties
with respect to the subject matter contained herein, and may be amended only by
a written instrument executed by all of the parties hereto. Wherever possible,
each provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or declared invalid under applicable law, such provision
shall be void and of no effect and the remaining provisions of this Agreement
shall remain in full force and effect. This Agreement shall be a contract made
under, governed by and construed under, the laws of the state of Delaware,
except no doctrine of choice of law shall be used to apply any law other than
that of the state of Delaware. This Agreement shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors, assigns
and personal representatives; provided, however, that no assignment by any party
hereto of any right hereunder shall be made on or prior to the Closing Date, and
no assignment, by operation of law or otherwise, shall relieve any party of its
obligations hereunder. This Agreement


                                       28



may be executed in any number of counterparts, each of which shall be deemed an
original and all of which shall constitute together but one and the same
instrument.

     5.17. Seller's Affirmative Covenants. Seller covenants and agrees as
follows:

          a. New Brighton, MN.

               (i) Buyer has disclosed to Seller that it has received
information of a proposed acquisition by eminent domain the real estate located
at 1430 Old Highway 8, New Brighton, Minnesota. In the event there is a taking
by governmental agencies of this property within five (5) years from the Closing
Date, to the extent such Damages are not otherwise reimbursed or recovered by
Buyer, Seller shall reimburse Buyer its costs to replace the New Brighton plant
with a comparable plant of similar size, storage and construction, not to exceed
a maximum aggregate of $100,000.

               (2) Buyer and Seller have knowledge of a possible cloud on title
relating to a Contract of Deed between King Gas Sales, Inc. and T.C. Leasing,
Inc. dated December 5, 1977, as disclosed on Exhibit A to that certain Bargain
and Sale Deed, dated January 26, 2001 between Millennium Petrochemicals Inc. and
Suburban Propane, L.P. Buyer and Seller agree to obtain a title insurance policy
relating to this property at Seller's cost not to exceed the sum of $2,000. In
the event the cost of such title insurance policy shall exceed $2,000, the
excess cost shall be divided equally between Buyer and Seller.

          b. Condemnation Proceedings. With respect to the condemnation
proceedings listed on Exhibit 3.1j. Seller shall indemnify and hold Buyer
harmless for Buyer's reasonable "costs to cure" (defined in Section 3.1j)
arising or resulting from such condemnation proceedings; provided, however, that
the parties agree that the reasonable "cost to cure" for 1310 Highway 55 East,
Buffalo, Minnesota shall be deemed to be the sum of $21,390.00.

     5.18. Environmental Covenants.

          a. With respect to the real properties located at Sauk Center,
Buffalo, Princeton and Cedar, Minnesota, Seller covenants and agrees to perform,
at each location and at its sole cost, any repair or replacement required by
state or local law to bring such septic systems into compliance with applicable
state or local laws and shall indemnify and hold Buyer harmless against third
party claims arising therefrom.

          b. Seller covenants and agrees to cap and abandon, in compliance with
state and local laws and at its sole cost, the drinking water well at the real
property located at Princeton, Minnesota and shall indemnify and hold Buyer
harmless against third party claims arising therefrom.


                                       29



          c. In consideration of and contingent upon Seller's performance of its
obligations pursuant to this Section 5.18, as to all properties which are the
subject of this Section 5.18, Buyer hereby releases Seller from any claim Buyer
may have now or in the future arising from either Known Hazardous Wastes or
other Hazardous Wastes remediated pursuant to this Section 5.18 on such
properties, including interference with the use of such properties and
consequential damages of Buyer and any claims for diminution in property value
arising from the presence of such remediated Hazardous Wastes on such
properties; however, this release shall have no effect upon Buyer's right to
make a claim for indemnification arising from a third party claim as described
in subsection 5.18 (a) and (b).

          d. Notwithstanding the provisions of 5.1(b) above, all covenants and
indemnification obligations of Seller pursuant to the provisions of Section 5.17
and Section 5.18 shall not be subject to the individual Damages threshold or
aggregate Damages threshold but shall count toward the $3 million maximum
aggregate of Damages set forth in paragraph 5.1(b) above.

                            (SIGNATURES ON NEXT PAGE)


                                       30



     IN WITNESS WHEREOF, the parties hereto have caused this Purchase and
Noncompetition Agreement to be executed as of the day and year first above
written.

SELLER:                                   BUYER:

SUBURBAN PROPANE, L.P.                    FERRELLGAS, L.P.

                                          By: Ferrellgas, Inc., General Partner


By:                                       By:
    ---------------------------------         ----------------------------------
Name: Michael J. Dunn, Jr.                Name: Ken A. Heinz
Title: Senior Vice President,             Title: Sr. Vice President,
       Corporate Development                     Corporate Development

Fed. ID# 22-3410352                       Fed. ID# 43-1698481


SUBURBAN SALES AND SERVICE, INC.


By:
    ---------------------------------
Name: Michael J. Dunn, Jr.
Title: Senior Vice President,
       Corporate Development

Fed. ID# 22-3421999


                                       31