<PAGE>   1
                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY



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                      AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of September 15, 1997

                                      among

                             AMERIGAS PROPANE, L.P.,
                             AMERIGAS PROPANE, INC.,
                             PETROLANE INCORPORATED,

                         BANK OF AMERICA NATIONAL TRUST
                             AND SAVINGS ASSOCIATION
                                    as Agent,

                            FIRST UNION NATIONAL BANK
                              as Syndication Agent,

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

                                   Arranged by

                          BANCAMERICA SECURITIES, INC.




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Florida documentary stamp tax in the full amount required by law has been paid
on the mortgages recorded in Florida that secure this Amended and Restated
Credit Agreement.
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ARTICLE I DEFINITIONS........................................................2

      1.1 Certain Defined Terms..............................................2

      1.2 Other Interpretive Provisions.....................................29

      1.3 Accounting Principles.............................................30

ARTICLE II THE CREDITS......................................................31

      2.1 Amounts and Terms of Commitments..................................31

            (a) The Acquisition Credit......................................31

            (b) The Revolving Credit........................................31

      2.2 Loan Accounts.....................................................32

      2.3 Procedure for Borrowing...........................................32

      2.4 Conversion and Continuation Elections.............................33

      2.5 Voluntary Termination or Reduction of Commitments.................34

      2.6 Optional Prepayments..............................................35

      2.7 Mandatory Prepayments of Loans; Mandatory Commitment
            Reductions......................................................35

            (a) Asset Sales.................................................35

            (b) Excess Outstandings.........................................35

            (c) Other Prepayments...........................................36

      2.8 Repayment.........................................................36

            (a)  The Acquisition Credit.....................................36

            (b) The Revolving Credit........................................36

            (c) Swingline Loans.............................................36

      2.9 Interest..........................................................36

      2.10 Fees.............................................................37

            (a) Arrangement, Agency Fees....................................37

            (b) Facility Fees...............................................37

      2.11 Computation of Fees and Interest.................................38

      2.12 Payments by the Borrowers........................................38

      2.13 Payments by the Banks to the Agent, etc..........................38

      2.14 Sharing of Payments, etc.........................................39

      2.15 Revolving Termination Date.......................................40

      2.16 Swingline Loans..................................................41

ARTICLE III THE LETTERS OF CREDIT...........................................42


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      3.1 The Letter of Credit Subfacility..................................42

      3.2 Issuance, Amendment and Renewal of Letters of Credit..............43

      3.3 Risk Participations, Drawings and Reimbursements..................45

      3.4 Repayment of Participations.......................................46

      3.5 Role of the Issuing Bank..........................................47

      3.6 Obligations Absolute..............................................47

      3.7 Cash Collateral Pledge............................................48

      3.8 Letter of Credit Fees.............................................49

      3.9 Uniform Customs and Practice......................................49

ARTICLE IV TAXES, YIELD PROTECTION AND ILLEGALITY...........................49

      4.1 Taxes.............................................................49

      4.2 Illegality........................................................50

      4.3 Increased Costs and Reduction of Return...........................51

      4.4 Funding Losses....................................................52

      4.5 Inability to Determine Rates......................................53

      4.6 Certificates of Banks.............................................53

      4.7 Substitution of Banks.............................................54

      4.8 Survival..........................................................54

ARTICLE V CONDITIONS PRECEDENT..............................................54

      5.1 Conditions of Initial Credit Extension............................54

            (a) Credit Agreement and any Notes..............................54

            (b) Resolutions; Incumbency.....................................54

            (c) Organization Documents; Good Standing.......................54

            (d) Legal Opinions..............................................55

            (e) Amendments to Selected Mortgages............................55

            (f) Title Policies..............................................55

            (g) Recordation.................................................55

            (h) Insurance...................................................55

            (i) Payment of Fees.............................................55

            (j) Ownership...................................................56

            (k) Certificate.................................................56

            (l) Payments under Existing Credit Agreement....................56


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            (m)   Consent of Holders of First Mortgage Notes................56

            (n) Other Documents.............................................56

      5.2 Conditions to All Borrowings......................................57

            (a) Notice of Borrowing.........................................57

            (b) Continuation of Representations and Warranties..............57

            (c) No Existing Default.........................................57

ARTICLE VI REPRESENTATIONS AND WARRANTIES...................................57

      6.1 Organization, Standing, etc.......................................57

      6.2 Partnership Interests and Subsidiaries............................58

      6.3 Qualification; Corporate or Partnership Authorization.............58

      6.4 Financial Statements..............................................59

      6.5 Changes, etc......................................................59

      6.6 Tax Returns and Payments..........................................59

      6.7 Indebtedness......................................................59

      6.8 Transfer of Assets and Business...................................60

      6.9 Litigation, etc...................................................61

      6.10 Compliance with Other Instruments, etc...........................61

      6.11 Governmental Consent.............................................61

      6.12 Investment Company Act...........................................62

      6.13 Public Utility Holding Company Act...............................62

      6.14 Chief Executive Office...........................................62

      6.15 Matters Relating to Petrolane....................................62

      6.16 Matters Relating to the General Partner..........................62

      6.17 ERISA Compliance.................................................62

      6.18 Use of Proceeds; Margin Regulations..............................63

      6.19 Environmental Warranties.........................................63

      6.20 Copyrights, Patents, Trademarks and Licenses, etc................64

      6.21 Insurance........................................................65

      6.22 Full Disclosure..................................................65

      6.23 Solvency.........................................................65

ARTICLE VII AFFIRMATIVE COVENANTS...........................................65

      7.1 Financial Statements..............................................65


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      7.2 Reserved..........................................................69

      7.3 Adequate Reserves.................................................69

      7.4 Partnership or Corporate Existence; Business;
            Compliance with Laws............................................69

      7.5 Payment of Taxes and Claims.......................................69

      7.6 Maintenance of Properties: Insurance..............................70

      7.7 License Agreements................................................70

      7.8 Chief Executive Office............................................70

      7.9 Subsidiary Guarantors.............................................70

      7.10 New Mortgages; Recordation.......................................70

      7.11 Further Assurances...............................................71

      7.12 Covenant to Secure Notes Equally.................................71

      7.13 Designations With Respect to Subsidiaries........................71

      7.14 Covenants of the General Partner and Petrolane...................72

      7.15 Books and Records................................................73

      7.16 Environmental Covenant...........................................73

ARTICLE VIII NEGATIVE COVENANTS.............................................74

      8.1 Indebtedness......................................................74

      8.2 Minimum Interest Coverage.........................................76

      8.3 Liens, etc........................................................76

      8.4 Investments, Contingent Obligations, etc..........................79

      8.5 Restricted Payments...............................................81

      8.6 Transactions with Affiliates......................................82

      8.7 Subsidiary Stock and Indebtedness.................................82

      8.8 Consolidation, Merger, Sale of Assets, etc........................83

      8.9 Use of Proceeds...................................................86

      8.10 Change in Business...............................................87

      8.11 Accounting Changes...............................................87

      8.12 Clean Down.......................................................87

      8.13 Receivables......................................................87

      8.14 Leverage Ratio...................................................88

ARTICLE IX EVENTS OF DEFAULT................................................88

      9.1 Event of Default..................................................88


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      (a) Non-Payment.......................................................88

      (b) Representation or Warranty........................................88

      (c) Specific Defaults.................................................88

      (d) Other Defaults....................................................88

      (e) Cross-Default.....................................................89

      (f) Insolvency Voluntary Proceedings..................................89

      (g) Involuntary Proceedings...........................................90

      (h) Judgments.........................................................90

      (i) Pension Plans.....................................................90

      (j) Change of Control.................................................90

      (k) Impairment of Security, etc.......................................90

      9.2 Remedies..........................................................91

      9.3 Rights Not Exclusive..............................................91

ARTICLE X THE AGENT.........................................................91

      10.1 Appointment and Authorization....................................91

      10.2 Delegation of Duties.............................................92

      10.3 Liability of Agent...............................................92

      10.4 Reliance by Agent................................................92

      10.5 Notice of Default................................................93

      10.6 Credit Decision..................................................93

      10.7 Indemnification..................................................94

      10.8 Agent in Individual Capacity.....................................94

      10.9 Successor Agent..................................................94

      10.10 Withholding Tax.................................................95

      10.11 Collateral Agency Agreement.....................................96

ARTICLE XI MISCELLANEOUS....................................................96

      11.1 Amendments and Waivers...........................................96

      11.2 Notices..........................................................97

      11.3 No Waiver; Cumulative Remedies...................................98

      11.4 Costs and Expenses...............................................98

      11.5 Indemnity........................................................99

      11.6 Joint and Several Liability.....................................100


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      11.7 Payments Set Aside..............................................101

      11.8 Successors and Assigns..........................................101

      11.9 Assignments, Participations. etc................................101

      11.10 Changes of Commitments.........................................103

      11.11 Confidentiality................................................105

      11.12 Set-off........................................................105

      11.13 Notification of Addresses; etc.................................106

      11.14 Counterparts...................................................106

      11.15 Severability...................................................106

      11.16 No Third Parties Benefited.....................................106

      11.17 Governing Law and Jurisdiction.................................106

      11.18 Waiver of Jury Trial...........................................107

      11.19 Entire Agreement...............................................107

      11.20 Collateral Agency Agreement....................................107

      11.21 Ratification and Confirmation of the Security
            Documents......................................................107


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                                CREDIT AGREEMENT


            This AMENDED AND RESTATED CREDIT AGREEMENT (as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
the terms hereof, this "Agreement") is entered into as of September 15, 1997,
among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the "Company"),
AMERIGAS PROPANE, INC., a Pennsylvania corporation (the "General Partner"),
PETROLANE INCORPORATED, a Pennsylvania corporation ("Petrolane"; the Company,
the General Partner and Petrolane are, on a joint and several basis, the
"Borrowers"), the several financial institutions from time to time party to this
Agreement (collectively, the "Banks"; individually, a "Bank"), BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the Banks, and FIRST UNION
NATIONAL BANK, as Syndication Agent.

            WHEREAS, AmeriGas Propane, Inc. ("AmeriGas"), a Delaware
corporation, AmeriGas Propane-2, Inc. ("AGP-2"), a Pennsylvania corporation, and
Petrolane Incorporated, a California corporation ("California Petrolane"), were
engaged in the business (the "Business") of wholesale and retail sales,
distribution and storage of propane gas and related petroleum derivative
products and the retail sale of propane related supplies and equipment,
including home appliances;

            WHEREAS, AmeriGas and AGP-2 were indirect wholly-owned subsidiaries
of UGI Corporation, a Pennsylvania corporation ("UGI");

            WHEREAS, UGI directly or indirectly owned approximately 35% of the
outstanding equity interests of California Petrolane;

            WHEREAS, the Company was formed to acquire and operate the Business;

            WHEREAS, by virtue of a series of mergers and asset transfers
involving AmeriGas, AGP-2, California Petrolane and their respective
Subsidiaries (the "Formation Transactions"), California Petrolane retained
certain assets (the "Retained Assets") and liabilities, and the Company acquired
(either directly or indirectly through asset acquisitions or the acquisition of
stock of Subsidiaries of AmeriGas and California Petrolane), substantially all
the assets of AmeriGas, AGP-2, California Petrolane (other than the Retained
Assets), and their respective Subsidiaries used in the conduct of the Business
(the "Assets");

            WHEREAS, immediately after giving effect to the Formation
Transactions, (a) New AmeriGas Propane, Inc., a newly formed Pennsylvania
corporation which was an indirect wholly-owned subsidiary of UGI and assumed the
name AmeriGas Propane, Inc. on the Original Closing Date (as defined below), was
the sole general partner of the Company, (b) AmeriGas Partners, L.P., a Delaware
limited partnership (the "Public Partnership"), was the sole limited partner of
the Company, and (c) the General Partner was the owner of all the outstanding
shares of California Petrolane;

            WHEREAS, Petrolane is successor by merger to California Petrolane;
<PAGE>   9
            WHEREAS, the Borrowers, the Banks and the Agent are parties to the
Existing Credit Agreement (as defined below), pursuant to which the Banks have
(a) made revolving credit loans to the Borrowers and have issued or participated
in letters of credit for the account of the Borrowers, in each case for working
capital and general corporate purposes in an aggregate principal amount of up to
$70,000,000 at any one time outstanding, (b) made revolving credit and term
loans to the Borrowers to finance acquisitions in an aggregate principal amount
of up to $75,000,000 at any one time outstanding and (c) made term loans to
Borrowers solely for certain special purposes in an aggregate principal amount
of up to $30,000,000;

            WHEREAS, the Borrowers have requested that (i) the $70,000,000 of
Revolving Commitments and $30,000,000 of Special Purpose Commitments under (and
as defined in) the Existing Credit Agreement and the related Revolving Loans and
Special Purpose Loans outstanding under (and as defined in) the Existing Credit
Agreement be refinanced and converted into $100,000,000 of Revolving Commitments
and Revolving Loans under this Agreement, the proceeds of which are to be used
by the Borrowers for working capital and general corporate purposes, (ii) the
$75,000,000 of Acquisition Commitments under (and as defined in) the Existing
Credit Agreement and the related Acquisition Loans outstanding under (and as
defined in) the Existing Credit Agreement be refinanced and converted into
$75,000,000 of Acquisition Commitments and Acquisition Loans under this
Agreement, the proceeds of which are to be used by the Borrowers to finance
acquisitions and (iii) the Existing Credit Agreement otherwise be amended and
restated in its entirety as set forth below in this Agreement; and

            WHEREAS, the Banks are willing, on the terms and subject to the
conditions set forth in this Agreement, to amend and restate the terms of the
Existing Credit Agreement and to extend credit under this Agreement as more
particularly hereinafter set forth.

            NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties agree to amend and
restate the Existing Credit Agreement as follows:

                                    ARTICLE I

                                   DEFINITIONS

      1.1 Certain Defined Terms. The following terms have the following
meanings:

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

            "Acquired Portion" has the meaning specified in Section 11.10(a).

            "Acquisition Commitment" has the meaning specified in Section
      2.1(a).


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            "Acquisition Commitment Percentage" has the meaning specified in
      Section 11.10(a).

            "Acquisition Loan" has the meaning specified in Section 2.1(a).

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

            (a) September 15, 2000; and

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

            "Affected Bank" has the meaning specified in Section 4.7.

            "Affiliate" means, as to any Person, any other Person which,
      directly or indirectly, is in control of, is controlled by, or is under
      common control with, such Person. A Person shall be deemed to control
      another Person if the controlling Person possesses, directly or
      indirectly, the power to direct or cause the direction of the management
      and policies of the other Person, whether through the ownership of voting
      securities, by contract, or otherwise.

            "Agent" means BofA in its capacity as agent for the Banks hereunder,
      and any successor agent arising under Section 10.9.

            "Agent-Related Persons" means BofA in its capacity as Agent and any
      successor agent arising under Section 10.9, together with their respective
      Affiliates (including, in the case of BofA in its capacity as Agent, the
      Arranger), and the officers, directors, employees, agents and
      attorneys-in-fact of such Persons and Affiliates.

            "Agent's Payment Office" means the address for payments set forth on
      the signature page hereto in relation to the Agent, or such other address
      as the Agent may from time to time specify by notice to the Borrowers and
      the Banks.

            "AGP-2" has the meaning specified in the recitals hereto.

            "Agreement" has the meaning specified in the introductory clause
      hereto.

            "Annual Limit" has the meaning specified in Section 8.4.

            "Applicable Margin" means

            (i) with respect to Base Rate Loans, 0%; and

            (ii) with respect to Offshore Rate Loans,


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                  the applicable margin set forth below at such time as a
            Pricing Tier (the "Pricing Tier") set forth below is applicable:

                  Pricing Tier     Funded Debt Ratio     Margin
                  ------------     -----------------     ------
                        I          <1.75x                0.2000%

                       II          =>1.75 x but          0.2500%
                                    <2.75x

                       III         =>2.75 x but          0.3500%
                                   <3.25x

                       IV          =>3.25 x but          0.5000%
                                   <3.75x

                        V          =>3.75x but           0.6250%
                                   <4.25x

                       VI          =>4.25x but           0.8250%
                                   <4.75

                       VII         =>4.75                1.0000%


      For the purpose of determining the applicable Pricing Tier above, EBITDA
      shall be determined as at the end of each fiscal quarter for the four
      fiscal quarters then ending and Funded Debt shall be determined as at the
      end of each fiscal quarter. Pricing changes shall be effective on the
      later of (i) 45 days after the end of each of the first three fiscal
      quarters of each fiscal year and 90 days after each fiscal year end and
      (ii) the Agent's receipt of financial statements hereunder for such fiscal
      quarter or fiscal year. For the period from the date hereof through
      December 29, 1997, Pricing Tier IV shall be deemed applicable.

            "Arranger" means BancAmerica Securities, Inc., a Delaware
      corporation.

            "Asset Acquisition" means (a) an Investment by the Company or any
      Restricted Subsidiary in any other Person pursuant to which such Person
      shall become a Restricted Subsidiary or shall be merged with or into the
      Company or any Restricted Subsidiary, (b) the acquisition by the Company
      or any Restricted Subsidiary of the assets of any Person (other than a
      Restricted Subsidiary) which constitute all or substantially all of the
      assets of such Person or (c) the acquisition by the Company or any
      Restricted Subsidiary of any division or line of business of any Person
      (other than a Restricted Subsidiary).

            "Asset Sale" has the meaning specified in Section 8.8(c).

            "Assets" has the meaning specified in the recitals hereto.


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            "Assignee" has the meaning specified in Section 11.9(a).

            "Attorney Costs" means and includes all reasonable fees and
      disbursements of any law firm or other external counsel, the reasonable
      allocated cost of internal legal services and all reasonable disbursements
      of internal counsel.

            "Available Cash" as to any calendar quarter means

                  (a) the sum of (i) all cash of the Company and the Restricted
            Subsidiaries on hand at the end of such quarter and (ii) all
            additional cash of the Company and the Restricted Subsidiaries on
            hand on the date of determination of Available Cash with respect to
            such quarter resulting from borrowings subsequent to the end of such
            quarter, less

                  (b) the amount of cash reserves that is necessary or
            appropriate in the reasonable discretion of the General Partner to
            (i) provide for the proper conduct of the business of the Company
            and the Restricted Subsidiaries (including reserves for future
            capital expenditures) subsequent to such quarter, (ii) provide funds
            for distributions under Sections 5.3(a), (b) and (c) or 5.4(a) of
            the partnership agreement of the Public Partnership (such Sections
            as in effect on the Restatement Effective Date, together with all
            related definitions, being hereby incorporated herein in the form
            included in such partnership agreement on the Restatement Effective
            Date and without regard to any subsequent amendments or waivers of
            the provisions of, or any termination of, such partnership
            agreement) in respect of any one or more of the next four quarters,
            or (iii) comply with applicable law or any debt instrument or other
            agreement or obligation to which the Company or any Restricted
            Subsidiary is a party or its assets are subject; provided, however,
            that Available Cash attributable to any Restricted Subsidiary shall
            be excluded to the extent dividends or distributions of such
            Available Cash by such Restricted Subsidiary are not at the date of
            determination permitted by the terms of its charter or any
            agreement, instrument, judgment, decree, order, statute, rule or
            other regulation.

            In addition, without limiting the foregoing, Available Cash shall
      reflect a reserve equal to 50% of the interest to be paid on the Mortgage
      Notes and the Acquisition Loans in the next fiscal quarter and, beginning
      with a date three fiscal quarters before a scheduled principal payment
      date on the Mortgage Notes, the Revolving Loans or the Acquisition Loans,
      25% of the aggregate principal amount thereof due on any such payment date
      in the third succeeding fiscal quarter, 50% of the aggregate principal
      amount due on any such quarterly payment date in the second succeeding
      fiscal quarter and 75% of the aggregate principal amount due on any
      quarterly payment date in the next succeeding fiscal quarter on such notes
      and facilities. The foregoing reserves for principal amounts to be paid
      shall be reduced by the aggregate amount of advances available to the
      Company from responsible financial institutions under binding, irrevocable
      credit facility commitments (and which are subject to no conditions which
      the Company is unable to meet) and letters of credit to be used to
      refinance such principal (so long as no


                                      -5-
<PAGE>   13
      reimbursement obligation with respect to any such letter of credit would
      come due within three quarters).

            "Average Consolidated Pro Forma Debt Service" means as of any date
      of determination, the average amount payable by the Company and the
      Restricted Subsidiaries on a consolidated basis during all periods of four
      consecutive calendar quarters, commencing with the calendar quarter in
      which such date of determination occurs and ending June 30, 2010, in
      respect of scheduled principal and interest payments with respect to all
      Indebtedness of the Company and the Restricted Subsidiaries outstanding on
      such date of determination, after giving effect to any Indebtedness
      proposed on such date to be incurred and to the substantially concurrent
      repayment of any other Indebtedness (a) including actual payments of
      Capitalized Lease Liabilities, (b) assuming, in the case of Indebtedness
      (other than Indebtedness referred to in clause (c) below)) bearing
      interest at fluctuating interest rates which cannot be determined in
      advance, that the rate actually in effect on such date will remain in
      effect throughout such period, (c) including only actual interest (but not
      principal) payments associated with the Indebtedness incurred pursuant to
      Section 8.1(e) during the most recent four consecutive calendar quarters,
      and (d) treating the principal amount of all Indebtedness outstanding as
      of such date of determination under a revolving credit or similar
      agreement (other than the Indebtedness incurred pursuant to Section
      8.1(e)) as maturing and becoming due and payable on the scheduled maturity
      date or dates thereof (including the maturity of any payment required by
      any commitment reduction or similar amortization provision), without
      regard to any provision permitting such maturity date to be extended
      (except for such extensions as may be made in the sole discretion of the
      borrower thereunder and without any conditions that remain to be fulfilled
      by the borrower or waived by the lender thereunder).

            "Bank" has the meaning specified in the introductory clause hereto.

            "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978,
      as amended (11 U.S.C. Section 101, et seq.).

            "Base Rate" means, for any day, the higher of: (a) 0.50% per annum
      above the latest Federal Funds Rate; and (b) the rate of interest in
      effect for such day as publicly announced from time to time by BofA in San
      Francisco, California, as its "reference rate" (The "reference rate" is a
      rate set by BofA based upon various factors including BofA's costs and
      desired return, general economic conditions and other factors, and is used
      as a reference point for pricing some loans, which may be priced at,
      above, or below such announced rate.)

            Any change in the reference rate announced by BofA shall take effect
      at the opening of business on the day specified in the public announcement
      of such change.

            "Base Rate Loan" means a Loan that bears interest based on the Base
      Rate.


                                      -6-
<PAGE>   14
            "BofA" means Bank of America National Trust and Savings Association,
      a national banking association.

            "Borrowers" has the meaning specified in the introductory clause
      hereto.

            "Borrowing" means a borrowing hereunder consisting of Loans of the
      same Type made to the Borrowers on the same day by the Banks (or in the
      case of Swingline Loans, by BofA) and, in the case of Offshore Rate Loans,
      having the same Interest Period, in either case under Article II.

            "Borrowing Date" means any date on which a Borrowing occurs under
      Section 2.3.

            "Business" has the meaning specified in the recitals hereto.

            "Business Day" means any day other than a Saturday, Sunday or other
      day on which commercial banks in New York City, Philadelphia or San
      Francisco are authorized or required by law to close and, if the
      applicable Business Day relates to any Offshore Rate Loan, means such a
      day on which dealings are carried on in the applicable offshore dollar
      interbank market.

            "California Petrolane" has the meaning specified in the recitals
      hereto.

            "Capital Adequacy Regulation" means any guideline, request or
      directive of any central bank or other Governmental Authority, or any
      other law, rule or regulation, whether or not having the force of law, in
      each case, regarding capital adequacy of any bank or of any corporation
      controlling a bank.

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

            "Capitalized Lease Liabilities" means all monetary obligations of
      the Company or any of its Restricted Subsidiaries under any leasing or
      similar arrangement which, in accordance with GAAP, would be classified as
      capitalized leases, and, for purposes of this Agreement and each other
      Loan Document, the amount of such obligations shall be the principal
      components thereof.

            "Cash Collateralize" means to pledge and deposit with or deliver to
      the Agent, for the benefit of the Agent, the Issuing Bank and the Banks,
      as additional collateral for the L/C Obligations, cash or deposit account
      balances pursuant to documentation in form and substance reasonably
      satisfactory to the Agent and the Issuing Bank (which documents are


                                      -7-
<PAGE>   15
      hereby consented to by the Banks). Derivatives of such term shall have
      corresponding meanings.

            "Cash Equivalents" has the meaning specified in Section 8.4(a).

            "CERCLA" means the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, as amended.

            "Change of Control" means (i) UGI shall fail to own directly or
      indirectly 100% of the general partnership interests in the Company, or,
      if the Company shall have been converted to a corporate form, at least 51%
      of the voting shares of the Company; or (ii) UGI shall fail to own
      directly or indirectly at least a 30% ownership interest in the Company.

            "Code" means the Internal Revenue Code of 1986, as amended, and
      regulations promulgated thereunder, in each case as in effect from time to
      time.

            "Collateral Agency Agreement" means the Intercreditor and Agency
      Agreement dated as of April 19, 1995 among the Borrowers, the Restricted
      Subsidiaries, the Agent, the holders of the Mortgage Notes and the
      Collateral Agent, as the same may be amended, supplemented or otherwise
      modified from time to time.

            "Collateral Agent" means BofA, in its capacity as Collateral Agent
      under the Collateral Agency Agreement.

            "Commitment", as to each Bank, means its Revolving Commitment and
      its Acquisition Commitment.

            "Commitment Letter" shall mean that certain letter, dated as of
      August 8, 1997, among the Borrowers, the Agent and the Arranger.

            "Commitment Termination Date Extension Request" means a request
      substantially in the form of Exhibit C.

            "Company" has the meaning specified in the introductory clause
      hereto.

            "Compliance Certificate" means a certificate substantially in the
      form of Exhibit D.

            "Consolidated Cash Flow" means with respect to the Company and the
      Restricted Subsidiaries for any period, (1) the sum of, without
      duplication, the amounts for such period, taken as a single accounting
      period, of (a) Consolidated Net Income, (b) Consolidated Non-Cash Charges,
      (c) Consolidated Interest Expense and (d) Consolidated Income Tax Expense
      less (2) any non-cash items increasing Consolidated Net Income for such
      period that had previously been added to Consolidated Net Income when
      incurred as a Consolidated Non-Cash Charge. Consolidated Cash Flow shall
      be calculated after giving effect, on a pro forma basis for the four full
      fiscal quarters immediately preceding the date of the transaction giving
      rise to the need to calculate Consolidated Cash Flow, to,


                                      -8-
<PAGE>   16
      without duplication, any Asset Sales or Asset Acquisitions (including
      without limitation any Asset Acquisition giving rise to the need to make
      such calculation as a result of the Company or one of its Restricted
      Subsidiaries (including any Person who becomes a Restricted Subsidiary as
      a result of the Asset Acquisition) incurring, assuming or otherwise being
      liable for Acquired Debt) occurring during the period commencing on the
      first day of such period to and including the date of the transaction (the
      "Reference Period"), as if such Asset Sale or Asset Acquisition occurred
      on the first day of the Reference Period; provided, however, that
      Consolidated Cash Flow generated by an acquired business or asset shall be
      determined by the actual gross profit (revenues minus cost of goods sold)
      of such acquired business or asset during the immediately preceding four
      full fiscal quarters in the Reference Period minus the pro forma expenses
      that would have been incurred by the Company and the Restricted
      Subsidiaries in the operation of such acquired business or asset during
      such period computed on the basis of personnel expenses for employees
      retained or to be retained by the Company and the Restricted Subsidiaries
      in the operation of such acquired business or asset and non-personnel
      costs and expenses incurred by the Company and the Restricted Subsidiaries
      in the operation of the Company's business at similarly situated Company
      facilities or Restricted Subsidiary facilities.

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

            "Consolidated Interest Expense" means, with respect to the Company
      and the Restricted Subsidiaries for any period, without duplication, the
      sum of (i) the interest expenses of the Company and the Restricted
      Subsidiaries for such period as determined on a consolidated basis in
      accordance with GAAP, including without limitation (a) any amortization of
      debt discount, (b) the net cost under Interest Rate Agreements, (c) the
      interest portion of any deferred payment obligation, (d) all commissions,
      discounts and other fees and charges owed with respect to letters of
      credit and bankers' acceptance financing and (e) all accrued interest plus
      (ii) the interest component of capital leases paid, accrued or scheduled
      to be paid or accrued by the Company and the Restricted Subsidiaries
      during such period as determined on a consolidated basis in accordance
      with GAAP.

            "Consolidated Net Income" means the net income of the Company and
      the Restricted Subsidiaries, as determined on a consolidated basis in
      accordance with GAAP and as adjusted to exclude (i) net after-tax
      extraordinary gains or losses, (ii) net after-tax gains or losses
      attributable to Asset Sales, (iii) the net income or loss of any Person
      which is not a Restricted Subsidiary and which is accounted for by the
      equity method of accounting, provided that Consolidated Net Income shall
      include the amount of dividends or distributions actually paid to the
      Company or any Restricted Subsidiary, (iv) the net income or loss prior to
      the date of acquisition of any Person combined with the Company or any
      Restricted Subsidiary in a pooling of interest, (v) the net income of any
      Restricted 


                                      -9-
<PAGE>   17
      Subsidiary to the extent that dividends or distributions of such net
      income are not at the date of determination permitted by the terms of its
      charter or any agreement, instrument, judgment, decree, order, statute,
      rule or other regulation and (vi) the cumulative effect of any changes in
      accounting principles.

            "Consolidated Net Worth" means, of any Person, at any date of
      determination, the total partners' equity (in the case of a partnership)
      or stockholders' equity (in the case of a corporation) of such Person at
      such date, as would be shown on a balance sheet (consolidated, if
      applicable) of such Person and, if applicable, its Subsidiaries
      (Restricted Subsidiaries in the case of the Company) prepared in
      accordance with GAAP (less, in the case of the Company, the Net Amount of
      Unrestricted Investment as of such date).

            "Consolidated Non-Cash Charges" means, with respect to the Company
      and the Restricted Subsidiaries for any period, the aggregate
      depreciation, amortization and any other non-cash charges resulting in
      write downs in non-current assets, in each case reducing Consolidated Net
      Income of the Company and the Restricted Subsidiaries for such period,
      determined on a consolidated basis in accordance with GAAP.

            "Consolidated Pro Forma Debt Service" means as of any date of
      determination, the total amount payable by the Company and the Restricted
      Subsidiaries on a consolidated basis during the four consecutive calendar
      quarters next succeeding the date of determination, in respect of
      scheduled principal and interest payments with respect to Indebtedness of
      the Company and the Restricted Subsidiaries outstanding on such date of
      determination, after giving effect to any Indebtedness proposed on such
      date to be incurred and to the substantially concurrent repayment of any
      other Indebtedness (a) including actual payments of Capitalized Lease
      Liabilities, (b) assuming, in the case of Indebtedness (other than
      Indebtedness referred to in clause (c) below) bearing interest at
      fluctuating interest rates which cannot be determined in advance, that the
      rate actually in effect on such date will remain in effect throughout such
      period, (c) including only actual interest (but not principal) payments
      associated with the Indebtedness incurred pursuant to Section 8.1(e)
      during the most recent four consecutive calendar quarters, and (d)
      treating the principal amount of all Indebtedness outstanding as of such
      date of determination under a revolving credit or similar agreement (other
      than the Indebtedness incurred pursuant to Section 8.1(e)) as maturing and
      becoming due and payable on the scheduled maturity date or dates thereof
      (including the maturity of any payment required by any commitment
      reduction or similar amortization provision), without regard to any
      provision permitting such maturity date to be extended (except for such
      extensions as may be made in the sole discretion of the borrower
      thereunder and without any conditions that remain to be fulfilled by the
      borrower or waived by the lender thereunder).

            "Contingent Obligation" means, as to any Person, any direct or
      indirect liability of that Person, whether or not contingent, with or
      without recourse (otherwise than for collection or deposit in the ordinary
      course of business), (a) with respect to any Indebtedness, lease,
      dividend, letter of credit or other obligation (the "primary obligations)
      of another Person (the "primary obligor"), including any obligation of
      that Person (i) to purchase, repurchase or otherwise acquire such primary
      obligations or any security


                                      -10-
<PAGE>   18
      therefor, (ii) to advance or provide funds for the payment or discharge of
      any such primary obligation, or to maintain working capital or equity
      capital of the primary obligor or otherwise to maintain the net worth or
      solvency or any balance sheet item, level of income or financial condition
      of the primary obligor, (iii) to purchase property, securities or services
      primarily for the purpose of assuring the owner of any such primary
      obligation of the ability of the primary obligor to make payment of such
      primary obligation, or (iv) otherwise to assure or hold harmless the
      holder of any such primary obligation against loss in respect thereof
      (each, a "Guaranty Obligation"); (b) with respect to any Surety Instrument
      (other than any Letter of Credit) issued for the account of that Person or
      as to which that Person is otherwise liable for reimbursement of drawings
      or payments; (c) to purchase any materials, supplies or other property
      from, or to obtain the services of, another Person if the relevant
      contract or other related document or obligation requires that payment for
      such materials, supplies or other property, or for such services, shall be
      made regardless of whether delivery of such materials, supplies or other
      property is ever made or tendered, or such services are ever performed or
      tendered, or (d) in respect of any Swap Contract. The amount of any
      Contingent Obligation shall, in the case of Guaranty Obligations, be
      deemed equal to the stated or determinable amount of the primary
      obligation in respect of which such Guaranty Obligation is made or, if not
      stated or if indeterminable, the maximum reasonably anticipated liability
      in respect thereof, and in the case of other Contingent Obligations, shall
      be equal to the maximum reasonably anticipated liability in respect
      thereof.

            "Control Affiliate" means UGI, the Public Partnership, the General
      Partner and any Person controlling or controlled by, or under common
      control with, UGI, the Public Partnership or the General Partner (other
      than the Company or any of its Subsidiaries).

            "Conversion/Continuation Date" means any date on which, under
      Section 2.4, any Borrower (a) converts Loans of one Type to the other
      Type, or (b) continues as Offshore Rate Loans, but with a new Interest
      Period, Offshore Rate Loans having Interest Periods expiring on such date.

            "Covered Persons" shall have the meaning specified in the definition
      of Restricted Payment.

            "Credit Extension" means and includes (a) the making of any Loan
      hereunder, and (b) the Issuance of any Letters of Credit hereunder.

            "Decreasing Bank" has the meaning specified in Section 11.10.

            "Default" means any event or circumstance which, with the giving of
      notice, the lapse of time, or both, would (if not cured or otherwise
      remedied during such time) constitute an Event of Default.

            "Designation Amounts" has the meaning specified in Section 7.13.

            "Designee" has the meaning specified in Section 7.13.


                                      -11-
<PAGE>   19
            "Disinterested Directors" means, with respect to any transaction or
      series of transactions with Affiliates, a member of the Board of Directors
      of the General Partner who has no financial interest, and whose employer
      has no financial interest, in such transaction or series of transactions.

            "Dollars", "dollars" and "$" each mean lawful money of the United
      States.

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

            "EBITDA" means, for any period, EBIT plus the Company's and its
      Restricted Subsidiaries' depreciation and amortization of property, plant
      and equipment and intangible assets, in each case as taken into account in
      calculating Consolidated Net Income, in each case for such period, as
      determined in accordance with GAAP.

            For the purposes of calculating the Applicable Margin, the rate of
      the facility fees payable pursuant to Section 2.10(b) and the Leverage
      Ratio, EBITDA for any period (the "Applicable Period") shall be adjusted
      by the addition of the EBITDA of any Asset Acquisitions made during the
      Applicable Period, as if such Asset Acquisitions occurred on the first day
      of the Applicable Period, plus the addition of the "Savings Factor";
      provided, however, that in the case of calculating the Applicable Margin
      or the rate of the facility fees payable pursuant to Section 2.10(b), the
      Savings Factor shall be added only for the purpose of causing the Pricing
      Tier to remain the same (or to limit its increase) and not to decrease it,
      i.e. the Savings Factor may be used to maintain pricing or limit any
      increase in pricing, not to decrease pricing.

            The "Savings Factor" shall equal, with respect to any Asset
      Acquisition, an amount equal to 50% of the difference between (a) Actual
      Acquisition Expense minus (b) Pro Forma Acquisition Expense. "Actual
      Acquisition Expense" means an amount equal to the personnel expenses and
      non personnel costs and expenses (which would be deducted from gross
      profits in calculating costs and EBITDA) related to the operation of any
      Asset Acquisition from the beginning of the Applicable Period to the date
      of the purchase of the Asset Acquisition. "Pro Forma Acquisition Expense"
      means an amount equal to the personnel and non-personnel costs and
      expenses (which would be deducted from gross profits in calculating costs
      and EBITDA) that would have been incurred with respect to the operation of
      any Asset Acquisition for the period from the beginning of the Applicable
      Period to the date of purchase of the Asset Acquisition, on the assumption
      that the ongoing personnel and non personnel cost and expense savings
      realized as of the date of the Asset Acquisition had been realized on the
      first day of the Applicable Period. In no event shall the aggregate
      Savings Factor for any Applicable Period exceed 10% of EBITDA for the
      Company and its Restricted Subsidiaries for such Applicable Period.

            "Effective Amount" means: (a) with respect to any Loans on any date,
      the aggregate outstanding principal amount thereof after giving effect to
      any Borrowings and


                                      -12-
<PAGE>   20
      prepayments or repayments of Loans occurring on such date; and (b) with
      respect to any outstanding L/C Obligations on any date, the amount of such
      L/C Obligations on such date after giving effect to any Issuances of
      Letters of Credit occurring on such date and any other changes in the
      aggregate amount of the L/C Obligations as of such date, including as a
      result of any reimbursements of outstanding unpaid drawings under any
      Letters of Credit or any reductions in the maximum amount available for
      drawing under Letters of Credit taking effect on such date.

            "Eligible Assignee" means (i) a commercial bank organized under the
      laws of the United States, or any state thereof, and having a combined
      capital and surplus of at least $100,000,000; and (ii) a commercial bank
      organized under the laws of any other country which is a member of the
      Organization for Economic Cooperation and Development (the "OECD"), or a
      political subdivision of any such country, and having a combined capital
      and surplus of at least $100,000,000, provided that such bank is acting
      through a branch or agency located in the United States.

            "Environmental Laws" means all federal, state or local laws,
      statutes, common law duties, rules, regulations, ordinances and codes,
      together with all administrative orders, directed duties, requests,
      licenses, authorizations and permits of, and agreements with, any
      Governmental Authorities, in each case relating to environmental matters.

            "ERISA" means the Employee Retirement Income Security Act of 1974
      and the regulations thereunder. References to sections of ERISA also refer
      to any successor sections.

            "ERISA Affiliate" means any trade or business (whether or not
      incorporated) under common control with the Company within the meaning of
      Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code
      for purposes of provisions relating to Section 412 of the Code).

            "ERISA Event" means (a) a Reportable Event with respect to a Pension
      Plan; (b) the failure to make a required contribution to a Pension Plan if
      such failure is sufficient to give rise to a Lien under Section 302(f) of
      ERISA; (c) a withdrawal by the Company or any ERISA Affiliate from a
      Pension Plan subject to Section 4063 of ERISA during a plan year in which
      it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
      or a cessation of operations which is treated as such a withdrawal under
      Section 4062(e) of ERISA; (d) a complete or partial withdrawal by the
      Company or any ERISA Affiliate from a Multiemployer Plan or notification
      that a Multiemployer Plan is in reorganization; (e) the filing of a notice
      of intent to terminate, the treatment of a Plan amendment as a termination
      under Section 4041 or 4041A of ERISA, or the commencement of proceedings
      by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an
      event or condition which might reasonably be expected to constitute
      grounds under Section 4042 of ERISA for the termination of, or the
      appointment of a trustee to administer, any Pension Plan or Multiemployer
      Plan; or (g) the imposition of any liability under Title IV of ERISA,
      other than PBGC premiums due but not delinquent under Section 4007 of
      ERISA, upon the Company or any ERISA Affiliate.


                                      -13-
<PAGE>   21
            "Eurodollar Reserve Percentage" has the meaning specified in the
      definition of "Offshore Rate".

            "Event of Default" has the meaning specified in Section 9.1.

            "Excess Sale Proceeds" has the meaning specified in Section
      8.8(c)(ii)(B).

            "Exchange Act" means the Securities Exchange Act of 1934, and
      regulations promulgated thereunder.

            "Existing Acquisition Commitment Percentage" has the meaning
      specified in Section 11.10(a).

            "Existing Credit Agreement" means that certain Credit Agreement,
      dated as of April 12, 1995, among AmeriGas Propane, L.P., AmeriGas
      Propane, Inc., Petrolane Incorporated, the financial institutions party
      thereto and Bank of America National Trust and Savings Association, as
      Agent, as amended up to but not including the Restatement Effective Date.

            "Existing Revolving Commitment Percentage" has the meaning
      specified in Section 11.10(a).

            "FDIC" means the Federal Deposit Insurance Corporation, and any
      Governmental Authority succeeding to any of its principal functions.

            "Federal Funds Rate" means, for any day, the rate set forth in the
      weekly statistical release designated as H.15(519), or any successor
      publication, published by the Federal Reserve Bank of New York (including
      any such successor, "H.15(519)") on the preceding Business Day opposite
      the caption "Federal Funds (Effective)"; or, if for any relevant day such
      rate is not so published on any such preceding Business Day, the rate for
      such day will be the arithmetic mean as determined by the Agent of the
      rates for the last transaction in overnight Federal funds arranged prior
      to 9:00 a.m. (New York City time) on that day by each of three leading
      brokers of Federal funds transactions in New York City selected by the
      Agent.

            "Fee Letter" has the meaning specified in Section 2.10(a).

            "Foreign Bank" means a Bank that is organized under the laws of any
      jurisdiction other than the United States or a State or a political
      subdivision thereof.

            "Formation Transactions" has the meaning specified in the
      recitals hereto.

            "FRB" means the Board of Governors of the Federal Reserve System,
      and any Governmental Authority succeeding to any of its principal
      functions.

            "Funded Debt" means, as of any date of determination, (i)
      indebtedness of the Company and/or its Restricted Subsidiaries for
      borrowed money or for the deferred


                                      -14-
<PAGE>   22
      purchase price of property or services, other than indebtedness for trade
      payables and non-recourse indebtedness which is not required by GAAP to be
      classified as a liability on the balance sheet of the debtor, (ii)
      Capitalized Lease Liabilities, and (iii) Contingent Obligations. For
      purposes of this definition, undrawn letters of credit shall not
      constitute Funded Debt.

            "Funded Debt Ratio" means the ratio of (a) Funded Debt to (b)
      EBITDA.

            "GAAP" has the meaning specified in Section 1.3.

            "General Collateral" means, collectively, the Mortgaged Property,
      and the properties referred to as the "Collateral" in the General Security
      Agreement and each Subsidiary Security Agreement and as the "Security" in
      the Collateral Agency Agreement.

            "General Partner" has the meaning specified in the introductory
      clause hereto.

            "General Security Agreement" means the General Security Agreement,
      dated as of April 19, 1995, among the Borrower, the Collateral Agent, and
      Mellon Bank, N.A., as Cash Collateral Sub-Agent, as the same may be
      amended, supplemented or otherwise modified from time to time.

            "Governmental Authority" means any nation or government, any state
      or other political subdivision thereof, any central bank (or similar
      monetary or regulatory authority) thereof, any entity exercising
      executive, legislative, judicial, regulatory or administrative functions
      of or pertaining to government, and any corporation or other entity owned
      or controlled, through stock or capital ownership or otherwise, by any of
      the foregoing.

            "Guaranty Obligation" has the meaning specified in the definition
      of "Contingent Obligation".

            "Hazardous Material" means

            (a) any "hazardous substance", as defined by CERCLA;

            (b) any "hazardous waste", as defined by the Resource Conservation
      and Recovery Act, as amended;

            (c) any petroleum product other than propane; or

            (d) any pollutant or contaminant or hazardous, dangerous or toxic
      chemical, material or substance within the meaning of any other applicable
      federal, state or local law, regulation, ordinance or requirement
      (including consent decrees and administrative orders) relating to or
      imposing liability or standards of conduct concerning any hazardous, toxic
      or dangerous waste, substance or material, all as amended or hereafter
      amended.

            "Honor Date" has the meaning specified in Section 3.3(b).


                                      -15-
<PAGE>   23
            "Increasing Bank" has the meaning specified in Section 11.10.

            "Indebtedness" of any Person means, without duplication, (a) all
      indebtedness for borrowed money; (b) all obligations issued, undertaken or
      assumed as the deferred purchase price of property or services (other than
      trade payables and accrued expenses arising in the ordinary course of
      business on ordinary terms); (c) all non-contingent reimbursement or
      payment obligations with respect to Surety Instruments; (d) all
      obligations evidenced by notes, bonds, debentures or similar instruments,
      including obligations so evidenced incurred in connection with the
      acquisition of property, assets or businesses; (e) all indebtedness
      created or arising under any conditional sale or other title retention
      agreement, or incurred as financing, in either case with respect to
      property acquired by the Person (even though the rights and remedies of
      the seller or bank under such agreement in the event of default are
      limited to repossession or sale of such property); (f) all Capitalized
      Lease Liabilities; (g) all net obligations with respect to Swap Contracts;
      (h) all indebtedness referred to in clauses (a) through (g) above secured
      by (or for which the holder of such Indebtedness has an existing right,
      contingent or otherwise, to be secured by) any Lien upon or in property
      (including accounts and contracts rights) owned by such Person, even
      though such Person has not assumed or become liable for the payment of
      such Indebtedness; (i) all Redeemable Capital Stock of such Person valued
      at the greater of its voluntary or involuntary maximum fixed repurchase
      price plus accrued dividends; (j) any Preferred Stock of any Subsidiary of
      such Person valued at the sum of the liquidation preference thereof or any
      mandatory redemption payment obligations in respect thereof plus, in
      either case, accrued dividends thereon and (k) all Guaranty Obligations in
      respect of indebtedness or obligations of others of the kinds referred to
      in clauses (a) through (j) above.

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

            "Indemnified Liabilities" has the meaning specified in Section 11.5.

            "Indemnified Parties" has the meaning specified in Section 11.5.

            "Insolvency Proceeding" means (a) any case, action or proceeding
      before any court or other Governmental Authority relating to bankruptcy,
      reorganization, insolvency, liquidation, receivership, dissolution,
      winding-up or relief of debtors, or (b) any general assignment for the
      benefit of creditors, composition, marshaling of assets for creditors, or
      other, similar arrangement in respect of a Person's creditors generally or
      any substantial


                                      -16-
<PAGE>   24
      portion of a Person's creditors; in each case undertaken under U.S.
      Federal, state or foreign law, including in each case the Bankruptcy Code.

            "Interest Payment Date" means, as to any Offshore Rate Loan, the
      last day of each Interest Period applicable to such Loan and, as to any
      Base Rate Loan, the last Business Day of each calendar quarter; provided,
      however, that if any Interest Period for an Offshore Rate Loan exceeds
      three months, the date that falls three months after the beginning of such
      Interest Period is also an Interest Payment Date.

            "Interest Period" means, as to any Offshore Rate Loan, the period
      commencing on the Borrowing Date of such Loan or on the
      Conversion/Continuation Date on which the Loan is converted into or
      continued as an Offshore Rate Loan, and ending on the date one, two, three
      or six months thereafter as selected by the Borrowers in their Notice of
      Borrowing or Notice of Conversion/Continuation;

      provided that:

            (i) if any Interest Period would otherwise end on a day that is not
      a Business Day, that Interest Period shall be extended to the following
      Business Day unless the result of such extension would be to carry such
      Interest Period into another calendar month, in which event such Interest
      Period shall end on the preceding Business Day;

            (ii) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of the calendar month at the
      end of such Interest Period;

            (iii) no Interest Period for any Loan shall extend beyond its
      Maturity Date; and

            (iv) no Interest Period applicable to an Acquisition Loan or portion
      thereof shall extend beyond any date upon which is due any scheduled
      principal payment in respect of Acquisition Loans unless the aggregate
      principal amount of Acquisition Loans represented by Base Rate Loans or
      Offshore Rate Loans having Interest Periods that will expire on or before
      such date, equals or exceeds the amount of such principal payment.

            "Interest Rate Agreement" means any interest rate swap agreement,
      interest rate cap agreement, interest rate collar agreement or other
      similar agreement or arrangement designed to protect the Company against
      fluctuations in interest rates on Parity Debt.

            "Investment" means, as applied to any Person, any direct or indirect
      purchase or other acquisition by such Person of stock or other securities
      of any other Person, or any direct or indirect loan, advance or capital
      contribution by such Person to any other Person, and any other item which
      would be classified as an "investment" on a balance sheet of such Person
      prepared in accordance with GAAP, including without limitation any direct
      or indirect contribution of such Person of property or assets to a joint
      venture, partnership or other business entity in which such Person retains
      an interest (it being understood that a


                                      -17-
<PAGE>   25
      direct or indirect purchase or other acquisition by such Person of assets
      of any other Person (other than stock or other securities) shall not
      constitute an "Investment" for purposes of this Agreement). For purposes
      of Section 8.4(c), the amount involved in Investments made during any
      period shall be the aggregate cost to the Company and its Restricted
      Subsidiaries of all such Investments made during such period, determined
      in accordance with GAAP, but without regard to unrealized increases or
      decreases in value, or write-ups, write-downs or write-offs, of such
      Investments and without regard to the existence of any undistributed
      earnings or accrued interest with respect thereto accrued after the
      respective dates on which such Investments were made, less any net return
      of capital realized during such period upon the sale, repayment or other
      liquidation of such Investments (determined in accordance with GAAP, but
      without regard to any amounts received during such period as earnings (in
      the form of dividends not constituting a return of capital, interest or
      otherwise) on such Investments or as loans from any Person in whom such
      Investments have been made).

            "Investment Limit" has the meaning specified in Section 8.4.

            "IRS" means the Internal Revenue Service, and any Governmental
      Authority succeeding to any of its principal functions under the Code.

            "Issuance Date" has the meaning specified in Section 3.1(a).

            "Issue" means, with respect to any Letter of Credit, to issue or to
      extend the expiry of, or to renew or increase the amount of, such Letter
      of Credit; and the terms Issued, Issuing and Issuance have corresponding
      meanings.

            "Issuing Bank" means BofA in its capacity as issuer of one or more
      Letters of Credit hereunder, together with any replacement letter of
      credit issuer arising under Section 10.l(b) or Section 10.9.

            "L/C Advance" means each Bank's participation in any L/C Borrowing
      in accordance with its Pro Rata Share.

            "L/C Amendment Application" means an application form for amendment
      or renewal of outstanding standby letters of credit as shall at any time
      be in use at the Issuing Bank, as the Issuing Bank shall request.

            "L/C Application" means an application form for issuances of standby
      letters of credit as shall at any time be in use at the Issuing Bank, as
      the Issuing Bank shall request.

            "L/C Borrowing" means an extension of credit resulting from a
      drawing under any Letter of Credit which shall not have been reimbursed on
      the date when made or converted into a Borrowing of Revolving Loans under
      Section 3.3(c).

            "L/C Commitment" means the commitment of the Issuing Bank to Issue,
      and the commitment of the Banks severally to participate in, Letters of
      Credit from time to time


                                      -18-
<PAGE>   26
      Issued or outstanding under Article III, in an aggregate amount not to
      exceed on any date the amount of the Revolving Commitment, it being
      understood that the L/C Commitment is a part of the Revolving Commitments
      rather than a separate, independent commitment.

            "L/C Obligations" means at any time the sum of (a) the aggregate
      undrawn amount of all Letters of Credit then outstanding, plus (b) the
      amount of all outstanding L/C Borrowings.

            "L/C-Related Documents" means the Letters of Credit, the L/C
      Applications, the L/C Amendment Applications and any other document
      executed by a Borrower relating to any Letter of Credit, including any of
      the Issuing Bank's standard form documents for letter of credit issuances,
      as the same may be amended, supplemented or otherwise modified from time
      to time.

            "Lending Office" means, as to any Bank, the office or offices of
      such Bank specified as its "Lending Office" or "Domestic Lending Office"
      or "Offshore Lending Office", as the case may be, on Schedule 11.2, or
      such other office or offices as such Bank may from time to time notify the
      Company and the Agent.

            "Letters of Credit" means any standby letters of credit issued by
      the Issuing Bank pursuant to Article III.

            "Leverage Ratio" means, as of any date of determination, the ratio
      of (i) Total Debt to (ii) EBITDA.

            "License Agreements" means, collectively, (a) the Software License
      Agreement, dated April 19, 1995, by and among the General Partner, the
      Public Partnership, and the Company relating to the FAST and Stars I and
      II proprietary software systems, (b) the Trademark License Agreement,
      dated April 19, 1995, by and among Petrolane, the General Partner, the
      Public Partnership and the Company, (c) the Trademark License Agreement,
      dated April 19, 1995, by and among UGI, AmeriGas, Inc., the General
      Partner, the Public Partnership and the Company and (d) the Trademark
      License Agreement, dated April 19, 1995, by and among the General Partner,
      the Public Partnership and the Company, as the same may be amended,
      modified or supplemented from time to time.

            "Lien" means any security interest, mortgage, deed of trust, pledge,
      hypothecation, assignment, charge or deposit arrangement, encumbrance,
      lien (statutory or other) or preferential arrangement of any kind or
      nature whatsoever in respect of any property (including those created by,
      arising under or evidenced by any conditional sale or other title
      retention agreement, the interest of a lessor under a capital lease, any
      financing lease having substantially the same economic effect as any of
      the foregoing, or the filing of any financing statement naming the owner
      of the asset to which such lien relates as debtor, under the Uniform
      Commercial Code or any comparable law) and any contingent or other
      agreement to provide any of the foregoing, but not including the interest
      of a lessor under an operating lease.


                                      -19-
<PAGE>   27
            "Loan" means an extension of credit by a Bank to the Borrowers under
      Article II, and may be a Base Rate Loan or an Offshore Rate Loan (each, a
      "Type" of Loan), and includes any Revolving Loan, Acquisition Loan or
      Swingline Loan; provided, that no Swingline Loan may be an Offshore Rate
      Loan.

            "Loan Documents" means this Agreement, any Notes, the Fee Letter,
      the Security Documents and the L/C Related Documents.

            "Long Term Funded Debt" means, as applied to any Person, all
      Indebtedness of such Person which by its terms or by the terms of any
      instrument or agreement relating thereto matures one year or more from the
      date of execution of the instruments governing any such Indebtedness or,
      if applicable, the execution of any instrument extending the maturity date
      of such Indebtedness, provided that Long Term Funded Debt shall include
      any Indebtedness which does not otherwise come within the foregoing
      definition but which is directly or indirectly renewable or extendible at
      the option of the debtor to a date one year or more (including an option
      of the debtor under a revolving credit or similar agreement obligating the
      lender or lenders to extend credit over a period of one year or more) from
      the date of execution of the instruments governing any such Indebtedness
      or, if applicable, the execution of any instrument extending the maturity
      date of such Indebtedness.

            "Margin Stock" means "margin stock" as such term is defined in
      Regulation G, T, U or X of the FRB.

            "Material Adverse Effect" means (a) a material adverse effect on the
      business, assets or financial condition of the Company and its Restricted
      Subsidiaries taken as a whole; (b) a material impairment of the ability of
      the Company or any Restricted Subsidiary to perform any of its obligations
      under this Agreement, the Notes or the Security Documents to which it is a
      party; or (c) a material impairment of the legal, valid, binding and
      enforceable nature of the Security Documents or of the validity and
      priority of the Liens created thereby on the General Collateral.

            "Maturity Date" means the Revolving Termination Date, in respect of
      the Revolving Loans, and the last scheduled principal installment date for
      Acquisition Loans, in respect of the Acquisition Loans.

            "Mortgage Notes" mean the First Mortgage Notes of the Borrowers,
      dated as of April 12, 1995, in the aggregate original principal amount of
      $518,000,000, as the same may be amended, supplemented or otherwise
      modified.

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

            "Mortgages" shall have the meaning specified in the definition of
      Security Documents.


                                      -20-
<PAGE>   28
            "Multiemployer Plan" means a "multiemployer plan", within the
      meaning of Section 4001(a)(3) of ERISA, with respect to which the Company
      or any ERISA Affiliate may have any liability.

            "Net Amount of Unrestricted Investment" means the sum of, without
      duplication, (x) the aggregate amount of all Investments made after the
      date hereof pursuant to Section 8.4(h) (computed as provided in the last
      sentence of the definition of Investment) and (y) the aggregate of all
      Designation Amounts in connection with the designation of Unrestricted
      Subsidiaries pursuant to the provisions of Section 7.13 less all
      Designation Amounts in respect of Unrestricted Subsidiaries which have
      been designated as Restricted Subsidiaries in accordance with the
      provisions of Section 7.13 and otherwise reduced in a manner consistent
      with the provisions of the last sentence of the definition of Investment.

            "Net Proceeds" means with respect to any Asset Sale, the proceeds
      thereof in the form of cash or Cash Equivalents including payments in
      respect of deferred payment obligations when received in the form of cash
      or Cash Equivalents net of (i) brokerage commissions and other fees and
      expenses (including without limitation fees and expenses of legal counsel
      and accountants and fees, expenses and discounts or commissions of
      underwriters, placement agents and investment bankers) related to such
      Asset Sale, (ii) provisions for all taxes payable as a result of such
      Asset Sale, (iii) amounts required to be paid to any Person (other than
      the Company or any Restricted Subsidiary) owning a beneficial interest in
      the assets subject to such Asset Sale, (iv) appropriate amounts to be
      provided by the Company or any Restricted Subsidiary, as the case may be,
      as a reserve required in accordance with GAAP against any liabilities
      associated with such Asset Sale and retained by the Company or any
      Restricted Subsidiary, as the case may be, after such Asset Sale,
      including, without limitation, pension and other post-employment benefit
      liabilities, liabilities related to environmental matters and liabilities
      under any indemnification obligations associated with such Asset Sale and
      (v) amounts required to be applied to the repayment of Indebtedness (other
      than the Notes and the Parity Debt) secured by a Lien on the asset or
      assets sold in such Asset Sale.

            "New Banks" shall have the meaning specified in Section 2.15(b).

            "Note" means a promissory note executed by the Borrowers in favor of
      a Bank pursuant to Section 2.2(b), substantially in the form of Exhibit
      G-1 (in the case of Acquisition Loans) or Exhibit G-2 (in the case of
      Revolving Loans), as the same may be amended, supplemented or otherwise
      modified from time to time in accordance with the terms hereof.

            "Note Agreements" means the separate Note Agreements, each dated as
      of April 12, 1995, among the Borrowers and the holders of the Mortgage
      Notes, as the same may be amended, supplemented or otherwise modified from
      time to time.

            "Notice Date" shall have the meaning specified in Section 2.15.


                                      -21-
<PAGE>   29
            "Notice of Borrowing" means a notice in substantially the form of
      Exhibit A-1, in the case of a Swingline Loan, and Exhibit A-2 in the case
      of any other Loan.

            "Notice of Conversion/Continuation" means a notice in
      substantially the form of Exhibit B.

            "Obligations" means all advances, debts, liabilities, obligations,
      covenants and duties arising under any Loan Document owing by any or all
      of the Borrowers or other Obligors to any Bank, the Agent, or any
      Indemnified Party, whether direct or indirect (including those acquired by
      assignment), absolute or contingent, due or to become due, now existing or
      hereafter arising.

            "Obligor" means any Borrower or any other Person (other than the
      Agent or any Bank) obligated under any Loan Document.

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

            "Offshore Rate" means, for any Interest Period, with respect to
      Offshore Rate Loans comprising part of the same Borrowing, the rate of
      interest per annum (rounded upward to the next 1/16th of 1%) determined by
      the Agent as follows:

                                             IBOR
            Offshore Rate = -----------------------------------------
                              1.00 - Eurodollar Reserve Percentage

      Where,

                  "Eurodollar Reserve Percentage" means for any day for any
            Interest Period the maximum reserve percentage (expressed as a
            decimal, rounded upward to the next 1/100th of 1%) in effect on such
            day (whether or not applicable to any Bank) under regulations issued
            from time to time by the FRB for determining the maximum reserve
            requirement (including any emergency, supplemental or other marginal
            reserve requirement) with respect to Eurocurrency funding (currently
            referred to as "Eurocurrency liabilities); and

                  "IBOR" means the rate of interest per annum (rounded upward to
            the next 1/16 of 1%, if necessary) determined by the Agent as the
            rate at which dollar deposits in the approximate amount of BofA's
            Offshore Rate Loan for such Interest Period would be offered by
            BofA's Grand Cayman Branch, Grand


                                      -22-
<PAGE>   30
            Cayman B.W.I. (or such other office as may be designated for such
            purpose by BofA), to major banks in the offshore dollar interbank
            market at their request at approximately 10:00 a.m. (New York City
            time) two Business Days prior to the commencement of such Interest
            Period.

            The Offshore Rate shall be adjusted automatically as to all Offshore
      Rate Loans then outstanding as of the effective date of any change in the
      Eurodollar Reserve Percentage.

            "Offshore Rate Loan" means a Loan that bears interest based on the
      Offshore Rate.

            "Organization Documents" means, for any corporation, the certificate
      or articles of incorporation, the bylaws, any certificate of determination
      or instrument relating to the rights of preferred shareholders of such
      corporation, any shareholder rights agreement, and all applicable
      resolutions of the board of directors (or any committee thereof) of such
      corporation and as to any partnership, its partnership agreement,
      certificate of partnership and related agreements, as the same may be
      amended, supplemented or otherwise modified from time to time.

            "Original Closing Date" means April 19, 1995.

            "Other Taxes" means (i) any present or future stamp or documentary
      taxes or any other excise or property taxes, charges or similar levies
      which arise from any payment made hereunder or from the execution,
      delivery or registration of, or otherwise with respect to, this Agreement
      or any other Loan Documents and (ii) any nonrecurring intangible personal
      property taxes payable under Sections 199 and 201 of the Florida Statutes.

            "Parity Debt" means the Mortgage Notes and other Indebtedness of the
      Company (other than Indebtedness hereunder) incurred in accordance with
      Sections 8.1(a), (b), (e) and (f) and secured by the respective Liens of
      the Security Documents in accordance with Sections 8.3(j), (k), (l) and
      (m).

            "Participant" has the meaning specified in Section 11.9(d).

            "Partnership Agreement" means the Amended and Restated Agreement of
      Limited Partnership of the Company, as in effect on the Restatement
      Effective Date, and as the same may from time to time be amended,
      supplemented or otherwise modified.

            "Partnership Unrestricted Subsidiaries" means the Unrestricted
      Subsidiaries of the Public Partnership as defined in the Public
      Partnership Indenture as in effect on the Restatement Effective Date.

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


                                      -23-
<PAGE>   31
            "Pension Plan" means a "pension plan", as such term is defined in
      section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
      multiemployer plan as defined in section 4001(a)(3) of ERISA) with respect
      to which the Company or any ERISA Affiliates may have any liability.

            "Permitted Banks" has the meaning specified in Section 8.4.

            "Permitted Insurers" means (a) insurers with ratings of A or better
      according to Best's Insurance Reports, or with comparable ratings from a
      comparable rating agency for insurance companies whose principal offices
      are located outside of the United States and Canada, and with assets of no
      less than $500 million and (b) the underwriters at Lloyd's, London.

            "Person" means an individual, partnership, corporation, business
      trust, joint stock company, trust, unincorporated association, joint
      venture or Governmental Authority or other entity.

            "Petrolane" has the meaning specified in the introductory clause
      hereto.

            "Plan" means an employee benefit plan (as defined in Section 3(3) of
      ERISA) which the Company sponsors or maintains or to which the Company
      makes, is making, or is obligated to make contributions and includes any
      Pension Plan.

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

            "Pricing Tier" has the meaning specified in the definition of
      "Applicable Margin."

            "Pro Rata Share" means, as to any Bank at any time, the percentage
      equivalent (expressed as a decimal, rounded to the ninth decimal place) at
      such time of such Bank's Commitment divided by the combined Commitments of
      all Banks.

            "Public Partnership" has the meaning specified in the recitals
      hereto.

            "Public Partnership Indenture" means the Indenture among the Public
      Partnership, AmeriGas Finance Corp., and First Fidelity Bank, National
      Association, as trustee, with respect to the Public Partnership Notes, as
      the same may be amended, supplemented or otherwise modified from time to
      time.

            "Public Partnership Notes" means the notes issued on April 19, 1995,
      jointly and severally, by the Public Partnership and AmeriGas Finance
      Corp., in the aggregate principal amount of $100 million, as the same may
      be amended, supplemented or otherwise modified from time to time.


                                      -24-
<PAGE>   32
            "Purchase Money Lien" has the meaning specified in Section 8.3(n).

            "Redeemable Capital Stock" means any shares of any class or series
      of Capital Stock, that, either by the terms thereof, by the terms of any
      security into which it is convertible or exchangeable or by contract or
      otherwise, is or upon the happening of an event or passage of time would
      be, required to be redeemed prior to the date of the last scheduled
      payment of any Loan then outstanding or is redeemable at the option of the
      holder thereof at any time prior to such date, or is convertible into or
      exchangeable for Indebtedness at any time prior to such date.

            "Reference Period" shall have the meaning specified in the
      definition of Consolidated Cash Flow.

            "Replacement Bank" has the meaning specified in Section 4.7.

            "Reportable Event" means, any of the events set forth in Section
      4043(b) of ERISA or the regulations thereunder, other than any such event
      for which the 30-day notice requirement under ERISA has been waived in
      regulations issued by the PBGC.

            "Required Banks" means at any time Banks then holding at least
      66-2/3% of the then aggregate unpaid principal amount of the Loans
      (assuming that any outstanding Swingline Loans were converted into
      Revolving Loans or participated in by the Banks pursuant to Section 2.16)
      and L/C Borrowings and risk participations in outstanding Letters of
      Credit (or in the case of the Issuing Bank, the amount of the outstanding
      Letters of Credit minus risk participations of the other Banks therein),
      or, if no amounts are outstanding, Banks then having at least 66-2/3% of
      the aggregate amount of the Commitments.

            "Requirement of Law" means, as to any Person, any law (statutory or
      common), treaty, rule or regulation or determination of an arbitrator or
      of a Governmental Authority, in each case applicable to or binding upon
      the Person or any of its property or to which the Person or any of its
      property is subject.

            "Resource Conservation and Recovery Act" means the Resource
      Conservation and Recovery Act, 42 U.S.C. Section 690, et seq., as in
      effect from time to time.

            "Responsible Officer" means the chief executive officer or the
      president of the Company, or any other officer having substantially the
      same authority and responsibility; or, with respect to compliance with
      financial covenants, the chief financial officer or the treasurer of the
      Company, or any other officer having substantially the same authority and
      responsibility.

            "Restatement Effective Date" means the date on which all conditions
      precedent set forth in Section 5.1 are satisfied or waived by the Banks
      (or, in the case of Section 5.1(i), waived by the Person entitled to
      receive such payment).


                                      -25-
<PAGE>   33
            "Restricted Payment" means with respect to each of the Company and
      its Restricted Subsidiaries (the "Covered Persons"), (a) in the case of
      any Covered Person that is a partnership, (i) any payment or other
      distribution, direct or indirect, in respect of any partnership interest
      in such Covered Person, except a distribution payable solely in additional
      partnership interests in such Covered Person, and (ii) any payment, direct
      or indirect, by such Covered Person on account of the redemption,
      retirement, purchase or other acquisition of any partnership interest in
      such Covered Person, except to the extent that such payment consists of
      additional partnership interests in such Covered Person; or (b) in the
      case of any Covered Person that is a corporation, (i) any dividend or
      other distribution, direct or indirect, on account of any shares of any
      class of stock of such Covered Person then outstanding, except a dividend
      payable solely in shares of stock of such Covered Person, and (ii) any
      payment, direct or indirect, by such Covered Person on account of the
      redemption, retirement, purchase or other acquisition of any shares of any
      class of stock of such Covered Person then outstanding, or of any
      warrants, rights or options, to acquire any such shares, except to the
      extent that such payment consists of shares of Capital Stock of such
      Covered Person.

            "Restricted Subsidiary" means any Subsidiary of the Company
      organized under the laws of the United States or any state thereof or
      Canada or any province thereof or the District of Columbia, none of the
      Capital Stock or ownership interests of which is owned by Unrestricted
      Subsidiaries and substantially all of the operating assets of which are
      located in, and substantially all of the business of which is conducted
      within, the United States or Canada and which is designated as a
      Restricted Subsidiary in Schedule 6.2 or which shall be designated as a
      Restricted Subsidiary by the General Partner at a subsequent date as
      provided in Section 7.13; provided, however, that (a) to the extent a
      newly formed or acquired Subsidiary is not declared either a Restricted
      Subsidiary or an Unrestricted Subsidiary within 90 days of its formation
      or acquisition, such Subsidiary shall be deemed a Restricted Subsidiary
      and (b) a Restricted Subsidiary may be designated as an Unrestricted
      Subsidiary in accordance with the provisions of Section 7.13.

            "Retained Assets" has the meaning specified in the recitals hereto.

            "Revolving Commitment" has the meaning specified in Section 2.1.

            "Revolving Commitment Percentage" has the meaning specified in
      Section 11.10(a).

            "Revolving Loan" has the meaning specified in Section 2.1.

            "Revolving Termination Date" means the earlier to occur of:

                  (a) September 15, 2002, as such date may be extended pursuant
            to Section 2.15 hereof; and

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


                                      -26-
<PAGE>   34
            "Routine Permits" has the meaning specified in Section 6.8(a).

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

            "SEC" means the Securities and Exchange Commission, or any
      Governmental Authority succeeding to any of its principal functions.

            "Security Documents" means (a) the Collateral Agency Agreement, (b)
      each of (i) the mortgage, assignment of leases and rents, security
      agreement, financing statement and fixture filings made by the Company in
      favor of the Collateral Agent, and (ii) the deed of trust, assignment of
      leases and rents, security agreement, financing statement and fixture
      filings made by the Company in favor of the Collateral Agent, each dated
      as of the Original Closing Date and covering one or more of the Mortgaged
      Properties located in the counties listed on Schedule 6.8(b), those
      executed after the Original Closing Date by the Company as required by
      Section 7.10 and those executed by Restricted Subsidiaries after the
      Original Closing Date as required by Section 7.9, in each case
      substantially in the form of Exhibit E (as each of the same may be
      amended, supplemented or otherwise modified from time to time,
      collectively, the "Mortgages"), (c) the General Security Agreement, (d)
      the Subsidiary Security Agreement and (e) the Subsidiary Guarantee.

            "Senior Indebtedness" means the Obligations, the obligations of the
      Borrowers under the Mortgage Notes and obligations of the Company with
      respect to Parity Debt.

            "Significant Subsidiary Group" means any Subsidiary of the Company
      which is, or any group of Subsidiaries of the Company all of which are, at
      any time of determination, subject to one or more of the proceedings or
      conditions described in subdivision (f) or (g) of Section 9.1 and which
      Subsidiary or group of Subsidiaries accounted for (or in the case of a
      recently formed or acquired Subsidiary would have so accounted for on a
      pro forma basis) more than 1% of consolidated operating revenues of the
      Company for the fiscal year most recently ended or more than 1% of
      consolidated total assets of the Company as of the end of the most
      recently ended fiscal quarter, in each case computed in accordance with
      GAAP.

            "Specified Mortgage" means any Mortgage covering the Mortgaged
      Property identified on Schedule 9.1(d).

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


                                      -27-
<PAGE>   35
            "Subsidiary" means, with respect to any Person, any corporation,
      limited liability company, partnership, joint venture, association, trust
      or other entity of which (or in which) more than 50% of (a) the issued and
      outstanding Capital Stock having ordinary voting power to elect a majority
      of the board of directors of such corporation (irrespective of whether at
      the time Capital Stock of any other class or classes of such corporation
      shall or might have voting power upon the occurrence of any contingency),
      (b) the interests in the capital or profits of such partnership, limited
      liability company, joint venture or association with ordinary voting power
      to elect a majority of the board of directors (or Persons performing
      similar functions) of such partnership, limited liability company, joint
      venture or association, or (c) the beneficial interests in such trust or
      other entity with ordinary voting power to elect a majority of the board
      of trustees (or Persons performing similar functions) of such trust or
      other entity, is at the time directly or indirectly owned or controlled by
      such Person, by such Person and one or more of its other Subsidiaries, or
      by one or more of such Person's other Subsidiaries.

            "Subsidiary Guarantee" means that certain Restricted Subsidiary
      Guarantee, dated as of April 19, 1995, by all of the Restricted
      Subsidiaries for the benefit of the Collateral Agent as the same may be
      amended, supplemented or otherwise modified from time to time.

            "Subsidiary Security Agreement" means that certain Subsidiary
      Security Agreement, dated as of April 19, 1995, among all of the
      Restricted Subsidiaries, the Collateral Agent and Mellon Bank, N.A., as
      Cash Collateral Sub-Agent, as the same may be amended, supplemented or
      otherwise modified from time to time.

            "Surety Instruments" means all letters of credit (including standby
      and commercial), bankers acceptances, bank guaranties, shipside bonds,
      surety bonds and similar instruments.

            "Swap Contract" means any agreement (including any master agreement
      and any agreement, whether or not in writing, relating to any single
      transaction) that is an interest rate swap agreement, basis swap, forward
      rate agreement, commodity swap, commodity option, equity or equity index
      swap or option, bond option, interest rate option, forward foreign
      exchange agreement, rate cap, collar or floor agreement, currency swap
      agreement, cross-currency rate swap agreement, swaption, currency option
      or any other, similar agreement (including any option to enter into any of
      the foregoing).

            "Swingline Loan" has the meaning specified in Section 2.16.

            "Syndication Agent" has the meaning specified in the introductory
      clause hereto.

            "Taxes" means any and all present or future taxes, levies, imposts
      or withholdings, and all penalties, interest and additions to taxes with
      respect thereto, excluding, in the case of each Bank and the Agent, such
      taxes (including income taxes or franchise taxes) as are imposed on or
      measured by each Bank's net income or capital by the jurisdiction (or any


                                      -28-
<PAGE>   36
      political subdivision thereof) under the laws of which such Bank or the
      Agent, as the case may be, is organized or maintains a lending office.

            "Total Assets" means as of any date of determination, the
      consolidated total assets of the Company and the Restricted Subsidiaries
      as would be shown on a consolidated balance sheet of the Company and the
      Restricted Subsidiaries prepared in accordance with GAAP as of that date.

            "Transferor" shall have the meaning specified in the definition
      of Sale and Lease-Back Transaction.

            "Total Debt" means as of any date of determination, the aggregate
      principal amount of all Indebtedness of the Company and the Restricted
      Subsidiaries at the time outstanding (other than Indebtedness permitted by
      Section 8.1(c)). For purposes of computing the Leverage Ratio pursuant to
      Section 8.14, Total Debt shall also include the obligations described in
      clause (c) of the definition of "Contingent Obligation."

            "Type" has the meaning specified in the definition of "Loan."

            "UGI" has the meaning specified in the recitals hereto.

            "United States" and "U.S." each means the United States of America.

            "Unrestricted Subsidiary" means a Subsidiary of the Company which
      is not a Restricted Subsidiary.

            "Wholly-Owned Restricted Subsidiary" means any Restricted Subsidiary
      that is also a Wholly-Owned Subsidiary of the Company.

            "Wholly-Owned Subsidiary" means, as applied to any Subsidiary of any
      Person, a Subsidiary in which (other than directors' qualifying shares
      required by law) 100% of the Capital Stock of each class having ordinary
      voting power, and 100% of the Capital Stock of every other class, in each
      case, at the time as of which any determination is being made, is owned,
      beneficially and of record, by such Person, or by one or more of such
      Person's other Wholly-Owned Subsidiaries, or both.

            1.2 Other Interpretive Provisions. (a) The meanings of defined terms
are equally applicable to the singular and plural forms of the defined terms.

            (b) The words "hereof", "herein", "hereunder" and similar words
refer to this Agreement as a whole and not to any particular provision of this
Agreement; and subsection, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

            (c) (i) The term "including" is not limiting and means "including
            without limitation."


                                      -29-
<PAGE>   37
                  (ii) In the computation of periods of time from a specified
            date to a later specified date, the word "from" means "from and
            including"; the words "to" and "until" each mean "to but excluding",
            and the word "through" means "to and including."

            (d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting the statute or
regulation.

            (e) The captions and headings of this Agreement are for convenience
of reference only and shall not affect the interpretation of this Agreement.

            (f) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are independent and shall
each be performed in accordance with their terms.

            (g) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Agent, the Company
and the other parties, and are the products of all parties. Accordingly, they
shall not be construed against the Banks or the Agent merely because of the
Agent's or Banks' involvement in their preparation.

            1.3 Accounting Principles. (a) Unless otherwise specified, all
accounting terms used herein or in any other Loan Document shall be interpreted,
all accounting determinations and computations hereunder or thereunder shall be
made, and all financial statements required to be delivered hereunder or
thereunder shall be prepared in accordance with, those generally accepted
accounting principles in effect in the United States of America from time to
time ("GAAP"). Notwithstanding the foregoing, if the Borrowers, the Required
Banks or the Agent determines that a change in GAAP from that in effect on the
date hereof has altered the treatment of certain financial data to its detriment
under this Agreement, such party may seek of the others a renegotiation of any
financial covenant affected thereby. If the Borrowers, the Required Banks and
Agent cannot agree on renegotiated covenants, then, for the purposes of this
Agreement, GAAP will refer to generally accepted accounting principles on the
date just prior to the date on which the change that gave rise to the
renegotiation occurred.

            (b) References herein to "fiscal year" and "fiscal quarter" refer to
such fiscal periods of the Company.


                                      -30-
<PAGE>   38
                                   ARTICLE II

                                   THE CREDITS

      2.1 Amounts and Terms of Commitments.

            (a) The Acquisition Credit. Each Bank severally agrees, on the terms
and conditions set forth herein, to make loans to the Borrowers (each such loan,
an "Acquisition Loan") from time to time on any Business Day during the period
from the Restatement Effective Date to the Acquisition Loan Termination Date in
an aggregate principal amount not to exceed at any time outstanding the amount
set forth opposite such Bank's name on Schedule 2.1 (such amount as the same may
be reduced under Section 2.5 or Section 2.7 or as reduced or increased as a
result of one or more assignments under Section 11.9, the Bank's "Acquisition
Commitment"). Within the limits of each Bank's Acquisition Commitment, and
subject to the other terms and conditions hereof, the Borrowers may borrow under
this Section 2.1(a), prepay under Section 2.6 and reborrow under this Section
2.1(a). On the Restatement Effective Date, the aggregate outstanding principal
amount of the Acquisition Loans under (and as defined in) the Existing Credit
Agreement shall be (i) automatically deemed to be Acquisition Loans under this
Agreement for all purposes of this Agreement and the other Loan Documents and
(ii) continued as Base Rate Loans or Offshore Rate Loans under this Agreement,
as the case may be; provided, that any Offshore Rate Loan so continued shall be
continued only until the last day of the applicable Interest Period for such
Loan.

            (b) The Revolving Credit. Each Bank severally agrees, on the terms
and conditions set forth herein, to make loans to the Borrowers (each such loan,
a "Revolving Loan") from time to time on any Business Day during the period from
the Restatement Effective Date to the Revolving Termination Date, in an
aggregate principal amount not to exceed at any time outstanding the amount set
forth opposite such Bank's name on Schedule 2.1 (such amount as the same may be
reduced under Section 2.5 or Section 2.7 or reduced or increased as a result of
one or more assignments under Section 11.9, the Bank's "Revolving Commitment");
provided, that after giving effect to any Borrowing of Revolving Loans, the
Effective Amount of all outstanding Revolving Loans plus the Effective Amount of
all L/C Obligations plus the Effective Amount of all Swingline Loans shall not
exceed the Revolving Commitments. On the Restatement Effective Date, the
aggregate outstanding principal amount of the Revolving Loans and Special
Purpose Loans under (and as defined in) the Existing Credit Agreement shall be
(i) automatically deemed to be Revolving Loans under this Agreement for all
purposes of this Agreement and the other Loan Documents and (ii) continued as
Base Rate Loans or Offshore Rate Loans under this Agreement, as the case may be;
provided, that any Offshore Rate Loan so continued shall be continued only until
the last day of the applicable Interest Period for such Loan. Within the limits
of each Bank's Revolving Commitment, and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.1(b), prepay
under Section 2.6 and reborrow under this Section 2.1(b). As a subfacility of
the Banks' Revolving Commitments, the Borrowers may request the Issuing Bank to
Issue Letters of Credit from time to time pursuant to Article III. In addition,
the Borrowers may request BofA to make Swingline Loans to the Borrowers from
time to time pursuant to Section 2.16.


                                      -31-
<PAGE>   39
      2.2 Loan Accounts. (a) The Loans made by each Bank shall be evidenced by
one or more loan accounts or records maintained by such Bank in the ordinary
course of business. The loan accounts or records maintained by the Agent and
each Bank shall be rebuttable presumptive evidence of the amount of the Loans
made by the Banks to the Borrowers and the interest and principal payments
thereof. Any failure so to record or any error in doing so shall not, however,
limit or otherwise affect the obligation of the Borrowers hereunder to pay any
amount owing with respect to the Loans. In case of a discrepancy between the
entries in the Agent's books and any Bank's books, such Bank's books shall be
rebuttably presumptively correct.

            (b) Upon the request of any Bank made through the Agent, the Loans
made by such Bank may be evidenced by one or more Notes, instead of loan
accounts. Each such Bank shall endorse on the schedules annexed to its Note(s)
the date, amount and maturity of each Loan made by it and the amount of each
payment of principal made by the Borrowers with respect thereto. Each such Bank
is irrevocably authorized by the Borrowers to so endorse its Note(s) and each
Bank's record shall be rebuttable presumptive evidence of the amount of the
Loans made by such Bank to the Borrowers and the interest and principal payments
thereof; provided, however, that the failure of a Bank to make, or an error in
making, a notation thereon with respect to any Loan shall not limit or otherwise
affect the obligations of the Borrowers hereunder or under any such Note to pay
any amount owing with respect to the Loans made by such Bank.

            (c) Each Bank represents that at no time shall any part of the funds
used to make any Loan constitute, or deemed under ERISA, the Code or any other
applicable law, or any ruling or regulation issued thereunder, or any court
decision, to constitute, the assets of any employee benefit plan (as defined in
section 3(3) of ERISA) or any plan (as defined in section 4975(e)(1) of the
Code).

      2.3 Procedure for Borrowing. (a) Each Borrowing of Loans (other than
Swingline Loans) shall be made upon the Borrowers' irrevocable written notice
delivered to the Agent in the form of a Notice of Borrowing (which notice must
be received by the Agent prior to 12:00 noon) (New York City time) (i) three
Business Days prior to the requested Borrowing Date, in the case of Offshore
Rate Loans; and (ii) one Business Day prior to the requested Borrowing Date, in
the case of Base Rate Loans, specifying:

                  (A) the amount of the Borrowing, which shall be in an
      aggregate minimum amount of $5,000,000 in the case of Offshore Rate Loans
      or $1,000,000 in the case of Base Rate Loans, or any multiple of
      $1,000,000 in excess thereof; provided, however, that the Borrowers may
      request (x) up to two Borrowings of Base Rate Loans in a minimum amount of
      $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in
      such amount as is necessary to pay to the Agent the amounts required by
      the last sentence of Section 2.13(a);

                  (B) the requested Borrowing Date, which shall be a Business
      Day;

                  (C) the Type of Loans comprising the Borrowing;


                                      -32-
<PAGE>   40
                  (D) whether the Loans comprising the Borrowing shall be
      Acquisition Loans or Revolving Loans; and

                  (E) the duration of the Interest Period applicable to the
      Loans included in such notice. If the Notice of Borrowing fails to specify
      the duration of the Interest Period for any Borrowing comprised of
      Offshore Rate Loans, such Interest Period shall be three months.

            (b) The Agent will promptly notify each Bank of its receipt of any
Notice of Borrowing (or a deemed notice of Borrowing under Section 2.16(b))and
of the amount of such Bank's Pro Rata Share of that Borrowing.

            (c) Each Bank will make the amount of its Pro Rata Share of each
Borrowing available to the Agent for the account of the Borrowers at the Agent's
Payment Office by 1:00 p.m. (New York City time) on the Borrowing Date requested
by the Borrowers in funds immediately available to the Agent. The proceeds of
all such Loans will then be made available to the Borrowers by the Agent on the
Borrowing Date by wire transfer in accordance with written instructions provided
to the Agent by such Borrowers of like funds as received by the Agent.

            (d) After giving effect to any Borrowing, there may not be more than
ten different Interest Periods in effect.

      2.4 Conversion and Continuation Elections. (a) The Borrowers may, upon
irrevocable written notice to the Agent in accordance with Section 2.4(b):

                  (i) elect, as of any Business Day, in the case of Base Rate
      Loans, or as of the last day of the applicable Interest Period, in the
      case of Offshore Rate Loans, to convert any such Loans (or any part
      thereof in an amount not less than $5,000,000 in the case of a conversion
      to an Offshore Rate Loan or $1,000,000 in the case of a conversion to a
      Base Rate Loan, or that is in an integral multiple of $1,000,000 in excess
      thereof) into Loans of the other Type; or

                  (ii) elect, as of the last day of the applicable Interest
      Period, to continue as Offshore Rate Loans any Offshore Rate Loans having
      Interest Periods expiring on such day (or any part thereof in an amount
      not less than $5,000,000, or that is in an integral multiple of $1,000,000
      in excess thereof);

provided, that if at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $5,000,000, such Offshore Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the right
of the Borrowers to continue such Loans as, and convert such Loans into,
Offshore Rate Loans shall terminate.

            (b) The Borrowers shall deliver a Notice of Conversion/Continuation
to be received by the Agent not later than 12:00 noon (New York City time) (i)
three Business Days in advance of the Conversion/Continuation Date, if the Loans
are to be converted into or continued


                                      -33-
<PAGE>   41
as Offshore Rate Loans; and (ii) one Business Day in advance of the
Conversion/Continuation Date, if the Loans are to be converted into Base Rate
Loans, specifying:

                  (A) the proposed Conversion/Continuation Date;

                  (B) the aggregate amount of Loans to be converted or
      continued;

                  (C) the Type of Loans resulting from the proposed conversion
      or continuation; and

                  (D) other than in the case of conversions into Base Rate
      Loans, the duration of the requested Interest Period.

            (c) If upon the expiration of any Interest Period the Borrowers have
failed to select timely a new Interest Period to be applicable to the Offshore
Rate Loans having the expired Interest Period or if any Default or Event of
Default then exists, the Borrowers shall be deemed to have elected to convert
such Offshore Rate Loans into Base Rate Loans effective as of the expiration
date of such Interest Period.

            (d) The Agent will promptly notify each Bank of its receipt of a
Notice of Conversion/Continuation, or, if no timely notice is provided by the
Borrowers, the Agent will promptly notify each Bank of the details of any
automatic conversion. All conversions and continuations shall be made ratably
according to the respective outstanding principal amounts of the Loans with
respect to which the notice was given held by each Bank.

            (e) Unless the Required Banks otherwise agree, during the existence
of a Default or unless all the Banks otherwise agree, during the existence of an
Event of Default, the Borrowers may not elect to have a Loan converted into or
continued as an Offshore Rate Loan.

            (f) After giving effect to any conversion or continuation of Loans,
there may not be more than ten different Interest Periods in effect.

       2.5 Voluntary Termination or Reduction of Commitments. The Borrowers may,
upon prior notice to the Agent and the Banks no later than 11:00 a.m. (New York
City time) two Business Days' prior to a proposed termination, terminate the
Revolving Commitments or the Acquisition Commitments, or permanently reduce the
Commitments by an aggregate minimum amount of $3,000,000 or any multiple of
$1,000,000 in excess thereof; unless, after giving effect thereto and to any
prepayments of Loans made on the effective date thereof subject to Sections 2.6
and 4.4, (a) the then Effective Amount of all Revolving Loans and Swingline
Loans plus the then Effective Amount of all L/C Obligations would exceed the
amount of the Revolving Commitments then in effect or (b) the then Effective
Amount of all outstanding Acquisition Loans would exceed the amount of the
Acquisition Commitments then in effect. Once reduced in accordance with this
Section 2.5, the Commitments may not be increased. Any reduction of the
Commitments shall be applied to each Bank according to its Pro Rata Share. All
accrued facility fees to, but not including, the effective date of any reduction
or termination of Commitments,


                                      -34-
<PAGE>   42
shall be paid on the last day of each calendar quarter and the effective date of
any such termination.

      2.6 Optional Prepayments. Subject to Section 4.4, the Borrowers may, at
any time or from time to time, upon not less than three Business Days' prior
notice to the Agent, in the case of Offshore Rate Loans, or one Business Day's
prior notice to the Agent, in the case of Base Rate Loans, prepay Loans in whole
or in part. Such notice of prepayment shall be irrevocable and specify the date
and amount of such prepayment and the Type(s) of Loans to be prepaid and whether
the Loans to be prepaid are Acquisition Loans, Revolving Loans or Swingline
Loans. The Agent will promptly notify each Bank of its receipt of any such
notice, and of such Bank's Pro Rata Share of such prepayment. If such notice is
given by the Borrowers, the Borrowers shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein, together with, in the case of Offshore Rate Loans, accrued interest to
such date on the amount prepaid and any amounts required pursuant to Section
4.4. Optional prepayments of Acquisition Loans after the Acquisition Loan
Termination Date shall be applied to the installments thereof pro rata among the
remaining maturities.

      2.7 Mandatory Prepayments of Loans; Mandatory Commitment Reductions.

            (a) Asset Sales. In the event that any Asset Sale results in Excess
Sale Proceeds which are not applied as provided in Section 8.8 (c)(ii)(B)(x),
such Excess Sale Proceeds shall be applied to the prepayment of Senior
Indebtedness on a pro rata basis based upon the aggregate principal amount of
Senior Indebtedness then outstanding (assuming, with respect to revolving debt,
that the maximum commitment amount is outstanding); provided, however, that the
amounts that would be applicable to payments to the Banks hereunder shall be
applied first to outstanding amounts under the Acquisition Commitments (and if
after the Acquisition Loan Termination Date, applied to the remaining
installments of the Acquisition Loans pro rata), then to outstanding amounts
under the Revolving Commitments. Such prepayments shall be allocated among the
Banks according to their respective Pro Rata Shares. The Acquisition Commitments
and Revolving Commitments shall be reduced by the amount of such prepayments
applied to outstanding principal amounts thereunder, and any such reduction
shall be applied to each Bank according to its Pro Rata Share. If the amount of
such Excess Sale Proceeds applicable to payment to the Banks hereunder exceeds
the amount of the outstandings under the Commitments, the Commitments shall be
reduced by such excess, by reduction, first to the Acquisition Commitments (if
prior to the Acquisition Loan Termination Date) and then to the Revolving
Commitments, and any such reduction shall be applied to each Bank in accordance
with its Pro Rata Share.

            (b) Excess Outstandings. If on any date the Effective Amount of L/C
Obligations exceeds the L/C Commitment, the Borrowers shall Cash Collateralize
on such date the outstanding Letters of Credit in an amount equal to the excess
of the maximum amount then available to be drawn under the Letters of Credit
over the L/C Commitment. Subject to Section 4.4, if on any date after giving
effect to any Cash Collateralization made on such date pursuant to the preceding
sentence, the Effective Amount of all Revolving Loans and L/C Obligations
exceeds the Revolving Commitments, the Borrowers shall immediately, and without
notice or demand,


                                      -35-
<PAGE>   43
prepay the outstanding principal amount of the Revolving Loans and/or L/C
Advances by an amount equal to such excess.

            (c) Other Prepayments. In the event of a prepayment or mandatory
repurchase of the Mortgage Notes or other Parity Debt not governed by Section
2.7(a) after the Acquisition Loan Termination Date, the Loans shall be prepaid
in a pro rata amount, such pro rata amount based upon the maximum commitment
amount of Mortgage Notes and Parity Debt plus the Commitments hereunder. Such
prepayment shall be applied first to the installments of the Acquisition Loans
then to the Revolving Loans (with a concurrent reduction of the Revolving
Commitments).

      2.8 Repayment. (a) The Acquisition Credit. The Borrowers shall repay to
the Banks the Acquisition Loans in equal quarterly payments at each fiscal
quarter end commencing with the first fiscal quarter end after the Acquisition
Loan Termination Date and ending on a date 4 years after the Acquisition Loan
Termination Date.

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

            (c) Swingline Loans. The Borrowers shall repay to BofA in full the
aggregate principal amount of each Swingline Loan, together with all accrued and
unpaid interest thereon, upon the earlier of (a) 5 calendar days following the
date on which such Swingline Loan was funded by BofA and (b) the Revolving
Termination Date.

      2.9 Interest. (a) Each Loan shall bear interest on the outstanding
principal amount thereof from the applicable Borrowing Date at a rate per annum
equal to the Offshore Rate (other than with respect to Swingline Loans) or the
Base Rate, as the case may be (and subject to the Borrowers' right to convert to
the other Type of Loan under Section 2.4), plus the Applicable Margin.

            (b) Interest on each Loan shall be paid in arrears on each Interest
Payment Date. Interest shall also be paid on the date of any prepayment of
Offshore Rate Loans under Section 2.6 or 2.7 for the portion of the Loans so
prepaid and upon payment (including prepayment) in full thereof and, during the
existence of any Event of Default, interest shall be paid on demand of the Agent
at the request or with the consent of the Required Banks. Interest on each
Swingline Loan shall be for the sole account of BofA (except to the extent the
other Banks have funded the purchase of participations therein pursuant to
subsection 2.16(b)).

            (c) Notwithstanding subsection (a) of this Section, if any amount of
principal of or interest on any Loan, or any other amount payable hereunder or
under any other Loan Document is not paid in full when due (whether at stated
maturity, by acceleration, demand or otherwise), the Borrowers agree to pay
interest on such unpaid principal or other amount, from the date such amount
becomes due to the date such amount is paid in full, and after as well as before
any entry of judgment thereon to the extent permitted by law, payable on demand
(but not


                                      -36-
<PAGE>   44
more frequently than once per week), at a fluctuating rate per annum equal to
the Base Rate plus 2%.

            (d) Anything herein to the contrary notwithstanding, the obligations
of the Borrowers to any Bank hereunder shall be subject to the limitation that
payments of interest shall not be required for any period for which interest is
computed hereunder, to the extent (but only to the extent) that contracting for
or receiving such payment by such Bank would be contrary to the provisions of
any law applicable to such Bank limiting the highest rate of interest that may
be lawfully contracted for, charged or received by such Bank, and in such event
the Borrowers shall pay such Bank interest for such period at the highest rate
permitted by applicable law.

      2.10 Fees. (a) Arrangement, Agency Fees. The Borrowers shall pay a
transaction fee to the Arranger for the Arranger's own account, and shall pay an
agency fee to the Agent for the Agent's own account, as required by the letter
agreement ("Fee Letter") among the Company, the Agent and the Arranger dated
August 8, 1997.

            (b) Facility Fees. The Company shall pay on the last day of each
calendar quarter to the Agent for the account of each Bank a facility fee on the
daily average amount of (i) such Bank's Revolving Commitment (whether or not
used) from the date hereof until the Revolving Termination Date and (ii) such
Bank's Acquisition Commitment (whether or not used) from the date hereof until
the Acquisition Loan Termination Date, in each case at the rate per annum set
forth below for each Pricing Tier as such Pricing Tier is applicable:

  Pricing Tier               Funded Debt Ratio                Facility Fee Rate
  ------------               -----------------                -----------------
       I         <1.75x                                            0.1000%
       II        (greater than or equal to) 1.75x but <2.75x       0.1250%
       III       (greater than or equal to) 2.75x but <3.25x       0.1500%
       IV        (greater than or equal to) 3.25x but <3.75x       0.2000%
       V         (greater than or equal to) 3.75x but <4.25x       0.2500%
       VI        (greater than or equal to) 4.25x but <4.75x       0.3000%
       VII       (greater than or equal to) 4.75x                  0.3750%

For the purpose of determining the applicable Pricing Tier pursuant to this
Section 2.10(b), EBITDA shall be determined as at the end of each fiscal quarter
for the four fiscal quarters then ending and Funded Debt shall be determined as
at the end of each fiscal quarter. Pricing changes shall be effective on the
later of (i) 45 days after the end of each of the first three fiscal quarters of
each fiscal year and 90 days after each fiscal year end and (ii) the Agent's
receipt of financial


                                      -37-
<PAGE>   45
statements hereunder for such fiscal quarter or fiscal year. For the period from
the date hereof through December 29, 1997, Pricing Tier IV shall be deemed
applicable.

            (c) Upfront Fees. On or prior to the Restatement Effective Date, the
Borrowers shall pay to the Agent for the account of each Bank an upfront fee in
the amount of 0.05% multiplied by such Bank's Commitment (whether or not used).
Such upfront fees are for the credit facilities committed by each Bank under
this Agreement and are fully earned when paid. The upfront fees paid to each
Bank are solely for its own account and are nonrefundable.

      2.11 Computation of Fees and Interest. (a) All computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed.
Interest and fees shall accrue during each period during which interest or such
fees are computed from the first day thereof to the last day thereof.

                  (b) Each determination of an interest rate by the Agent shall
be conclusive and binding on the Borrowers and the Banks in the absence of
manifest error.

      2.12 Payments by the Borrowers. (a) All payments to be made by the
Borrowers shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Borrowers shall be made
to the Agent for the account of the Banks at the Agent's Payment Office, and
shall be made in dollars and in immediately available funds, no later than 1:00
p.m. (New York City time) on the date specified herein. The Agent will promptly
distribute to each Bank its Pro Rata Share (or other applicable share as
expressly provided herein) of such payment in like funds as received. Any
payment received by the Agent later than 1:00 p.m. (New York City time) shall be
deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue to such Business Day.

            (b) Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.

            (c) Unless the Agent receives notice from the Borrowers prior to the
date on which any payment is due to the Banks that the Borrowers will not make
such payment in full as and when required, the Agent may assume that the
Borrowers have made such payment in full to the Agent on such date in
immediately available funds and the Agent may (but shall not be so required), in
reliance upon such assumption, distribute to each Bank on such due date an
amount equal to the amount then due such Bank. If and to the extent the
Borrowers have not made such payment in full to the Agent, each Bank shall repay
to the Agent on demand such amount distributed to such Bank, together with
interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Bank until the date repaid.

      2.13 Payments by the Banks to the Agent, etc. (a) Unless the Agent
receives notice from a Bank on or prior to the Restatement Effective Date or,
with respect to any Borrowing after the Restatement Effective Date, at least one
Business Day prior to the date of such Borrowing, that such Bank will not make
available as and when required hereunder to the Agent


                                      -38-
<PAGE>   46
for the account of the Borrowers the amount of that Bank's Pro Rata Share of the
Borrowing, the Agent may assume that each Bank has made such amount available to
the Agent in immediately available funds on the Borrowing Date and the Agent may
(but shall not be so required), in reliance upon such assumption, make available
to the Borrowers on such date a corresponding amount. If and to the extent any
Bank shall not have made the full amount of its Pro Rata Share of any Borrowing
available to the Agent in immediately available funds and the Agent in such
circumstances has made available to the Borrowers such amount, that Bank shall
on the Business Day following such Borrowing Date make such amount available to
the Agent, together with interest at the Federal Funds Rate for each day during
such period. A notice of the Agent submitted to any Bank with respect to amounts
owing under this subsection (a) shall be conclusive, absent manifest error. If
such amount is so made available, such payment to the Agent shall constitute
such Bank's Loan on the date of Borrowing for all purposes of this Agreement. If
such amount is not made available to the Agent on the Business Day following the
Borrowing Date, the Agent will notify the Borrowers of such failure to fund and,
upon demand by the Agent, the Borrowers shall pay such amount to the Agent for
the Agent's account, together with interest thereon for each day elapsed since
the date of such Borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Loans comprising such Borrowing.

            (b) The failure of any Bank to make any Loan on any Borrowing Date
shall not relieve any other Bank of any obligation hereunder to make a Loan on
such Borrowing Date, but no Bank shall be responsible for the failure of any
other Bank to make the Loan to be made by such other Bank on any Borrowing Date.
No Bank shall be entitled to take any action to protect or enforce its rights
arising out of any Loan Document without the prior written consent of the
Required Banks, including the exercise, or attempt to exercise, any right of
set-off, banker's lien, or any similar such action, against any deposit account
or property of the Borrowers held by any such Bank.

      2.14 Sharing of Payments, etc. If, other than as expressly provided
elsewhere herein, including with respect to Swingline Loans, any Bank shall
obtain on account of the Loans made by it any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise, except
pursuant to Sections 2.15, 4.7, 11.1, and 11.9) in excess of its Pro Rata Share,
such Bank shall immediately (a) notify the Agent of such fact, and (b) purchase
from the other Banks such participations in the Loans made by them as shall be
necessary to cause such purchasing Bank to share the excess payment pro rata
with each of them; provided, that if all or any portion of such excess payment
is thereafter recovered from the purchasing Bank, such purchase shall to that
extent be rescinded and each other Bank shall repay to the purchasing Bank the
purchase price paid therefor, together with an amount equal to such paying
Bank's ratable share (according to the proportion of (i) the amount of such
paying Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Borrowers agree
that any Bank so purchasing a participation from another Bank may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off, but subject to Section 11.12) with respect to such
participation as fully as if such Bank were the direct creditor of the Borrowers
in the amount of such participation. The Agent will keep records (which shall


                                      -39-
<PAGE>   47
be conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Banks following
any such purchases or repayments.

      2.15 Revolving Termination Date. (a) The Revolving Commitments shall
terminate and each Bank shall be relieved of its obligations to make any
Revolving Loan on the Revolving Termination Date. The Borrowers may from time to
time request an extension of the Revolving Termination Date for an additional
one-year period by executing and delivering to the Agent a Commitment
Termination Date Extension Request at least 60 but not more than 90 days prior
to the then scheduled Revolving Termination Date. The Revolving Termination Date
shall be so extended if the Agent shall have received from each Bank on or prior
to the 30th day preceding the then scheduled Revolving Termination Date a duly
executed counterpart of such Commitment Termination Date Extension Request. Each
Bank may in its sole and absolute discretion withhold its consent to any such
Commitment Termination Date Extension Request.

            (b) Notwithstanding the foregoing, if the Agent shall have received
duly executed counterparts of a Commitment Termination Date Extension Request
from Banks representing, in the aggregate, 80% or more of the Revolving
Commitments, but less than 100% of the Revolving Commitments, on or prior to the
30th day preceding the then scheduled Revolving Termination Date, the Agent
shall so notify (the date of such notice being the "Notice Date") the Borrowers
and the Borrowers shall have the right to seek a substitute bank or banks (the
"New Banks") which New Banks would meet the requirements to be Eligible
Assignees, acceptable to the Agent and the Borrowers (which may be one or more
of the Banks) to replace the Bank or Banks which have not delivered a
counterpart of such Commitment Termination Date Extension Request by such time;
provided that such New Banks shall replace such nonrenewing Banks on all such
nonrenewing Banks' Commitments, Loans, L/C Obligations and L/C Advances, so the
Pro Rata Share of any New Bank of the Acquisition Commitments, Revolving
Commitments, Loans, L/C Obligations and L/C Advances shall be the same. If any
Revolving Termination Date shall not have been extended pursuant to clause (a)
above, the Borrowers shall elect, by delivering to the Agent at least four
Business Days' prior to the then scheduled Revolving Termination Date a written
notice of election, either (i) not to extend such Revolving Termination Date, in
which case such Revolving Termination Date shall not be so extended for any Bank
irrespective of whether such Bank has or has not sent its duly executed
counterpart of the Commitment Termination Date Extension Request or (ii) if the
aggregate Revolving Commitments of the Banks who have delivered duly executed
counterparts of a Commitment Termination Date Extension Request represent at
least 80% of the Revolving Commitments, to extend such current Revolving
Termination Date, in which case (x) the Revolving Termination Date shall be
extended for an additional period of one year from the then scheduled Revolving
Termination Date, and (y) the Revolving Commitments shall be reduced on the then
scheduled Revolving Termination Date to an amount equal to the aggregate of the
Revolving Commitments of the Banks who had delivered duly executed counterparts
of a Commitment Termination Date Extension Request on or prior to the 30th day
preceding the then scheduled Revolving Termination Date, plus the aggregate
Revolving Commitments of the New Banks and (z) the Commitments shall be reduced
on the then scheduled Revolving Termination Date to an amount equal to (1) the
aggregate of the Commitments of the Banks who have delivered executed
counterparts of a Commitment Termination Date Extension Request on or prior to
the 30th day


                                      -40-
<PAGE>   48
preceding the then scheduled Revolving Termination Date plus (2) the aggregate
Commitments of the New Banks, and the Borrowers shall pay (such payment to be
made on such Revolving Termination Date) in full all Revolving Loans and
Acquisition Loans plus all accrued interest and fees (including any amounts owed
under Section 4.4) owing to each such non-renewing Bank and each such
non-renewing Bank (to the extent that such Loans have not been acquired by the
new Banks) shall no longer have any Commitment for purposes of this Agreement
and each other Loan Document. If the Borrowers shall not have delivered such a
written notice of election to the Agent on or prior to the then scheduled
Revolving Termination Date, such Revolving Termination Date shall not be
extended.

      2.16 Swingline Loans.

                  (a) Subject to the satisfaction of each of the conditions set
forth in Section 5.2 and in this Section 2.16, BofA agrees, at the request of
the Borrowers made through the Agent as set forth below, from time to time
during the period from the Restatement Effective Date to the Revolving
Termination Date, to make short-term loans to the Borrowers not to exceed in the
aggregate at any one time outstanding the principal sum of $15,000,000, to be
used for working capital purposes and general purposes of the Company and the
Restricted Subsidiaries (each such loan, a "Swingline Loan"). The availability
of Swingline Loans is conditioned on the satisfaction of each of the following
conditions (in addition to those contained in Section 5.2): (i) each Swingline
Loan shall bear interest from the time made until the time repaid, or until the
time, if any, that such Swingline Loan is converted into a Base Rate Loan as
provided below, at the rate(s) from time to time applicable to Base Rate Loans
hereunder; (ii) at the time of making of any Swingline Loan, the sum of the
Effective Amount of all outstanding Swingline Loans plus the Effective Amount of
all outstanding Revolving Loans plus the Effective Amount of all L/C
Obligations, without duplication, shall not exceed the aggregate Revolving
Commitments; (iii) each Swingline Loan, when made, all interest accrued thereon,
and all reimbursable costs and expenses incurred or payable in connection
therewith, shall constitute an Obligation of Borrowers hereunder; and (iv) each
request for a Swingline Loan from BofA pursuant to this Section 2.16 shall be
made by the Borrowers to the Agent, shall be funded by BofA through the Agent,
and shall be repaid by the Borrowers through the Agent (in order that the Agent
may keep an accurate record of the outstanding balance at any time of Swingline
Loans so as to monitor compliance with the terms and provisions hereof). Each
Swingline Loan shall be made upon the Borrowers' irrevocable written notice
delivered to the Agent substantially in the form of a Notice of Borrowing (which
notice must be received by the Agent prior to 1:00 p.m. (New York City time) on
the requested date of such Swingline Loan), specifying:

                        (i) the amount of the Swingline Loan, which shall be in
            a minimum amount of $1,000,000 or any multiple of $1,000,000 in
            excess thereof; and

                        (ii) the requested date of such Swingline Loan, which
            shall be a Business Day.

            (b) If any Swingline Loan made pursuant to this Section 2.16, and in
compliance with the conditions set forth in the immediately preceding paragraph
of this Section 2.16, is not repaid by the Borrowers on or before the fifth
calendar day following the day


                                      -41-
<PAGE>   49
that it was funded by BofA, the Borrower shall be deemed to have given notice of
a Borrowing of a Revolving Loan in the amount of such Swingline Loan on such
fifth calendar day to automatically (unless an Insolvency Proceeding has been
commenced with respect to any Borrower on or prior to such date) effect a
conversion of such Swingline Loan into a Revolving Loan which is a Base Rate
Loan, and each Bank shall fund to the Agent, for the account of BofA, such
Bank's ratable share of such Revolving Loan, based on such Bank's Pro Rata
Share; provided, that if any Insolvency Proceeding has been commenced with
respect to any Borrower on or prior to the date on which such Swingline Loan is
so converted, and in lieu of funding its Pro Rata Share of a Revolving Loan,
each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from BofA a participation in such Swingline Loan equal to the
product of such Bank's Pro Rata Share times the amount of such Swingline Loan.

            (c) Each Bank's obligation in accordance with this Agreement to make
Revolving Loans upon the failure of a Swingline Loan to be repaid in full when
due, or to purchase participations in such Swingline Loans, shall, in each case,
be absolute and unconditional and without recourse to BofA and shall not be
affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank may have against BofA, the
Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default, an Event of Default or a Material Adverse Effect; or
(iii) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.

                                   ARTICLE III

                              THE LETTERS OF CREDIT

      3.1 The Letter of Credit Subfacility. (a) On the terms and conditions set
forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business
Day during the period from the Restatement Effective Date to the Revolving
Termination Date to issue Letters of Credit for the account of the Borrowers,
and to amend or renew, extend the expiration of or increase the amount of
Letters of Credit previously issued by it, in accordance with Sections 3.2(c)
and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the
Banks severally agree to participate in Letters of Credit Issued for the account
of the Borrowers; provided, that the Issuing Bank shall not be obligated to
Issue, and no Bank shall be obligated to participate in, any Letter of Credit if
as of the date of Issuance of such Letter of Credit (the "Issuance Date") (x)
the Effective Amount of all L/C Obligations plus the Effective Amount of all
Revolving Loans plus the Effective Amount of all Swingline Loans exceeds the
amount of the Revolving Commitment or (y) the Effective Amount of all L/C
Obligations exceeds $35,000,000. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrowers' ability to obtain Letters of
Credit shall be fully revolving, and, accordingly, the Borrowers may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit which
have expired or which have been drawn upon and reimbursed.

            (b) The Issuing Bank shall not Issue any Letter of Credit if:

                  (i) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain the Issuing Bank from


                                      -42-
<PAGE>   50
            Issuing such Letter of Credit, or any Requirement of Law applicable
            to the Issuing Bank or any request or directive (whether or not
            having the force of law) from any Governmental Authority with
            jurisdiction over the Issuing Bank shall prohibit, or request that
            the Issuing Bank refrain from, the Issuance of letters of credit
            generally or such Letter of Credit in particular or shall impose
            upon the Issuing Bank with respect to such Letter of Credit any
            restriction, reserve or capital requirement (for which the Issuing
            Bank is not otherwise compensated hereunder) not in effect on the
            Restatement Effective Date, or shall impose upon the Issuing Bank
            any unreimbursed loss, cost or expense which was not applicable on
            the Restatement Effective Date and which the Issuing Bank in good
            faith deems material to it;

                  (ii) the Issuing Bank has received written notice from any
            Bank, the Agent or the Company, on or prior to the Business Day
            prior to the requested date of Issuance of such Letter of Credit,
            that one or more of the applicable conditions contained in Article V
            is not then satisfied;

                  (iii) the expiry date of any requested Letter of Credit is (A)
            more than 360 days after the date of Issuance, unless the Required
            Banks have approved such expiry date in writing, or (B) after the
            Revolving Termination Date, unless all of the Banks have approved
            such expiry date in writing;

                  (iv) any requested Letter of Credit is now otherwise in form
            and substance acceptable to the Issuing Bank, or the Issuance of a
            Letter of Credit shall violate any applicable policies of the
            Issuing Bank;

                  (v) such Letter of Credit is in a face amount less than
            $500,000 or to be denominated in a currency other than Dollars.

      3.2 Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter
of Credit shall be issued upon the irrevocable written request of the Borrowers
received by the Issuing Bank (with a copy sent by the Borrowers to the Agent) at
least three Business Days (or such shorter time as the Issuing Bank may agree in
a particular instance in its sole discretion) prior to the proposed date of
issuance. Each such request for issuance of a Letter of Credit shall be by
facsimile, confirmed promptly in an original writing, in the form of an L/C
Application, and shall specify in form and detail satisfactory to the Issuing
Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be
a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry
date of the Letter of Credit; (iv) the name and address of the beneficiary
thereof; (v) the documents to be presented by the beneficiary of the Letter of
Credit in case of any drawing thereunder; (vi) the full text of any certificate
to be presented by the beneficiary in case of any drawing thereunder; and (vii)
such other matters as the Issuing Bank may require.

            (b) At least one Business Day prior to the Issuance of any Letter of
Credit, the Issuing Bank will confirm with the Agent (by telephone or in
writing) that the Agent has received a copy of the L/C Application or L/C
Amendment Application from the Borrowers and, if not, the Issuing Bank will
provide the Agent with a copy thereof. Unless the Issuing Bank has received,


                                      -43-
<PAGE>   51
on or before the Business Day immediately preceding the date the Issuing Bank is
to issue a requested Letter of Credit, (A) notice from the Agent directing the
Issuing Bank not to issue such Letter of Credit because such issuance is not
then permitted under Section 3.1(a) as a result of the limitations set forth in
the proviso contained in the first sentence thereof or (B) a notice described in
Section 3.1(b)(ii), then, subject to the terms and conditions hereof, the
Issuing Bank shall, on the requested date, issue a Letter of Credit for the
account of the Borrowers in accordance with the Issuing Bank's usual and
customary business practices.

            (c) From time to time while a Letter of Credit is outstanding and
prior to the Revolving Termination Date, the Issuing Bank will, upon the written
request of the Borrowers received by the Issuing Bank (with a copy sent by the
Borrowers to the Agent) at least three Business Days (or such shorter time as
the Issuing Bank may agree in a particular instance in its sole discretion)
prior to the proposed date of amendment, amend any Letter of Credit issued by
it. Each such request for amendment of a Letter of Credit shall be made by
facsimile made in the form of an L/C Amendment Application and shall specify in
form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be
amended; (ii) the proposed date of amendment of the Letter of Credit (which
shall be a Business Day); (iii) the nature of the proposed amendment; and (iv)
such other matters as the Issuing Bank may reasonably require. The Issuing Bank
shall not amend any Letter of Credit if: (A) the Issuing Bank would have no
obligation at such time to issue such Letter of Credit in its amended form under
the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit
does not accept the proposed amendment to the Letter of Credit. The Agent will
promptly notify the Banks of the receipt by it of any L/C Application or L/C
Amendment Application.

            (d) The Issuing Bank and the Banks agree that, while a Letter of
Credit is outstanding and prior to the Revolving Termination Date, at the option
of the Borrowers and upon the written request of the Borrowers received by the
Issuing Bank (with a copy sent by the Borrowers to the Agent) at least three
Business Days (or such shorter time as the Issuing Bank may agree in a
particular instance in its sole discretion) prior to the proposed date of
notification of renewal, the Issuing Bank shall authorize the automatic renewal
of any Letter of Credit issued by it. Each such request for renewal of a Letter
of Credit shall be made by facsimile, confirmed promptly in an original writing,
in the form of an L/C Amendment Application, and shall specify in form and
detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed;
(ii) the proposed date of notification of renewal of the Letter of Credit (which
shall be a Business Day); (iii) the revised expiry date of the Letter of Credit;
and (iv) such other matters as the Issuing Lender may reasonably require. The
Issuing Bank shall not renew any Letter of Credit if: (A) the Issuing Bank would
have no obligation at such time to issue or amend such Letter of Credit in its
renewed form under the terms of this Agreement; or (B) the beneficiary of such
Letter of Credit does not accept the proposed renewal of the Letter of Credit.
If any outstanding Letter of Credit shall provide that it shall be automatically
renewed in accordance with its terms unless the beneficiary thereof receives
notice from the Issuing Bank that such Letter of Credit shall not be renewed,
and if at the time of renewal the Issuing Bank would be required to authorize
the automatic renewal of such Letter of Credit in accordance with this Section
3.2(d) upon the request of the Borrowers but the Issuing Bank shall not have
received any L/C Amendment Application from the Borrowers with respect to such
renewal or other written direction by the


                                      -44-
<PAGE>   52
Borrowers with respect thereto, the Issuing Bank shall nonetheless be permitted
to allow such Letter of Credit to renew, and the Borrowers and the Banks hereby
authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to
have received an L/C Amendment Application from the Borrowers requesting such
renewal.

            (e) The Issuing Bank may, at its election (or as required by the
Agent at the direction of the Required Banks), deliver any notices of
termination or other communications to any Letter of Credit beneficiary or
transferee, and take any other action as necessary or appropriate, at any time
and from time to time, in order to cause the expiry date of such Letter of
Credit to be a date not later than the Revolving Termination Date.

            (f) This Agreement shall control in the event of any conflict with
any L/C-Related Document (other than any Letter of Credit).

            (g) The Issuing Bank will also deliver to the Agent, concurrently or
promptly following its delivery of a Letter of Credit, or amendment to or
renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and
complete copy of each such Letter of Credit or amendment to or renewal of a
Letter of Credit.

      3.3 Risk Participations, Drawings and Reimbursements.

            (a) Immediately upon the Issuance of each Letter of Credit, each
Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Issuing Bank a participation in such Letter of Credit and each
drawing thereunder in an amount equal to the product of (i) the Pro Rata Share
of such Bank times (ii) the maximum amount available to be drawn under such
Letter of Credit and the amount of each such drawing, respectively.

            (b) In the event of any request for a drawing under a Letter of
Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly
notify the Company. The Borrowers shall reimburse the Issuing Bank prior to 1:00
p.m. (New York City time), on each date that any amount is paid by the Issuing
Bank under any Letter of Credit (each such date, an "Honor Date"), in an amount
equal to the amount so paid by the Issuing Bank. In the event the Borrowers fail
to reimburse the Issuing Bank for the full amount of any drawing under any
Letter of Credit by 1:00 p.m. (New York City time) on the Honor Date, the
Issuing Bank will promptly notify the Agent and the Agent will promptly notify
each Bank thereof, and the Borrowers shall be deemed to have requested that Base
Rate Loans be made by the Banks to be disbursed on the Honor Date under such
Letter of Credit, subject to the amount of the unutilized portion of the
Revolving Commitment and subject to the conditions set forth in Section 5.2. Any
notice given by the Issuing Bank or the Agent pursuant to this Section 3.3(b)
may be oral if immediately confirmed in writing (including by facsimile);
provided that the lack of such an immediate confirmation. shall not affect the
conclusiveness or binding effect of such notice.

            (c) Each Bank shall upon any notice pursuant to Section 3.3(b) make
available to the Agent for the account of the Issuing Bank an amount in Dollars
and in immediately available funds equal to its Pro Rata Share of the amount of
the drawing, whereupon the participating Banks shall (subject to Section 3.3(e))
each be deemed to have made a Revolving


                                      -45-
<PAGE>   53
Loan consisting of a Base Rate Loan to the Borrowers in that amount. If any Bank
so notified fails to make available to the Agent for the account of the Issuing
Bank the amount of such Bank's Pro Rata Share of the amount of the drawing by no
later than 3:00 p.m. (New York City time) on the Honor Date, then interest shall
accrue on such Bank's obligation to make such payment, from the Honor Date to
the date such Bank makes such payment, at a rate per annum equal to the Federal
Funds Rate in effect from time to time during such period. The Agent will
promptly give notice of the occurrence of the Honor Date, but failure of the
Agent to give any such notice in sufficient time to enable any Bank to effect
such payment on such date shall not relieve such Bank from its obligations under
this Section 3.3 (other than the obligation to pay interest for the period prior
to the notice).

            (d) With respect to any unreimbursed drawing that is not converted
into Revolving Loans consisting of Base Rate Loans to the Borrowers in whole or
in part, because of the Borrowers' failure to satisfy the conditions set forth
in Section 5.2 or for any other reason, the Borrowers shall be deemed to have
incurred from the Issuing Bank an L/C Borrowing in the amount of such drawing,
which L/C Borrowing shall be due and payable on demand (together with interest)
and shall bear interest at a rate per annum equal to the Base Rate plus 2%, and
each Bank's payment to the Issuing Bank pursuant to Section 3.3(c) shall be
deemed payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Bank in satisfaction of its participation
obligation under this Section 3.3.

            (e) Each Bank's obligation in accordance with this Agreement to make
Revolving Loans or L/C Advances, as contemplated by this Section 3.3, as a
result of a drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the Issuing Bank and shall not be affected
by any circumstance, including (i) any set-off, counterclaim, recoupment,
defense or other right which such Bank may have against the Issuing Bank, the
Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default, an Event of Default or a Material Adverse Effect; or
(iii) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing; provided, however, that each Bank's obligation
to make Revolving Loans under this Section 3.3 is subject to the conditions set
forth in Section 5.2.

      3.4 Repayment of Participations. (a) Upon (and only upon) receipt by the
Agent for the account of the Issuing Bank of immediately available funds from
the Borrowers (i) in reimbursement of any payment made by the Issuing Bank under
the Letter of Credit with respect to which any Bank has paid the Agent for the
account of the Issuing Bank for such Bank's participation in the Letter of
Credit pursuant to Section 3.3 or (ii) in payment of interest thereon, the Agent
will pay to each Bank, in the same funds as those received by the Agent for the
account of the Issuing Bank, the amount of such Bank's Pro Rata Share of such
funds, and the Issuing Bank shall receive the amount of the Pro Rata Share of
such funds of any Bank that did not so pay the Agent for the account of the
Issuing Bank.

            (b) If the Agent or the Issuing Bank is required at any time to
return to the Borrowers, or to a trustee, receiver, liquidator, custodian, or
any official in any Insolvency Proceeding, any portion of the payments made by
the Borrowers to the Agent for the account of the Issuing Bank pursuant to
Section 3.4(a) in reimbursement of a payment made under any


                                      -46-
<PAGE>   54
Letter of Credit or interest or fee thereon, each Bank shall, on demand of the
Agent, forthwith return to the Agent or the Issuing Bank the amount of its Pro
Rata Share of any amounts so returned by the Agent or the Issuing Bank plus
interest thereon from the date such demand is made to the date such amounts are
returned by such Bank to the Agent or the Issuing Bank, at a rate per annum
equal to the Federal Funds Rate in effect from time to time.

      3.5 Role of the Issuing Bank. (a) Each Bank and the Borrowers agree that,
in paying any drawing under a Letter of Credit, the Issuing Bank shall not have
any responsibility to obtain any document (other than any sight draft and
certificates expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.

            (b) No Agent-Related Person nor any of the respective
correspondents, participants or assignees of the Issuing Bank shall be liable to
any Bank for: (i) any action taken or omitted in connection herewith at the
request or with the approval of the Banks (including the Required Banks, as
applicable); (ii) any action taken or omitted in the absence of negligence or
willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any L/C-Related Document.

            (c) Except as otherwise provided in this clause (c), the Borrowers
hereby assume all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided that this
assumption is not intended to, and shall not, preclude the Borrowers' pursuing
such rights and remedies as they may have against the beneficiary or transferee
at law or under any other agreement. No Agent-Related Person, nor any of the
respective correspondents, participants or assignees of the Issuing Bank, shall
be liable or responsible for any of the matters described in clauses (i) through
(vii) of Section 3.6; provided that, anything in such clauses to the contrary
notwithstanding, the Borrowers may have a claim against the Issuing Bank, and
the Issuing Bank may be liable to the Borrowers, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrowers which the Borrowers prove were caused by the Issuing
Bank's willful misconduct or gross negligence or the Issuing Bank's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing: (i) the Issuing Bank may accept documents that appear on their
face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary; and (ii) the Issuing
Bank shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.

      3.6 Obligations Absolute. Subject to the proviso contained in the second
sentence of Section 3.5(c), the obligations of the Borrowers under this
Agreement and any L/C-Related Document to reimburse the Issuing Bank for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing
under a Letter of Credit converted into Revolving Loans, shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this


                                      -47-
<PAGE>   55
Agreement and each such other L/C-Related Document under all circumstances,
including the following:

            (i) any lack of validity or enforceability of this Agreement or any
L/C-Related Document;

            (ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the obligations of the Borrowers in respect of
any Letter of Credit or any other amendment or waiver of or any consent to
departure from all or any of the L/C-Related Documents;

            (iii) the existence of any claim, set-off, defense or other right
that the Borrowers may have at any time against any beneficiary or any
transferee of any Letter of Credit (or any Person for whom any such beneficiary
or any such transferee may be acting), the Issuing Bank or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby
or by the L/C-Related Documents or any unrelated transaction;

            (iv) any draft, demand, certificate or other document presented
under any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect; or any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any Letter of Credit;

            (v) any payment by the Issuing Bank under any Letter of Credit
against presentation of a draft or certificate that does not strictly comply
with the terms of any Letter of Credit; or any payment made by the Issuing Bank
under any Letter of Credit to any Person purporting to be a trustee in
bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of any Letter of Credit, including any arising in connection
with any Insolvency Proceeding;

            (vi) any exchange, release or non-perfection of any collateral, or
any release or amendment or waiver of or consent to departure from any other
guarantee, for all or any of the obligations of the Borrowers in respect of any
Letter of Credit; or

            (vii) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Borrower or
a guarantor.

       3.7 Cash Collateral Pledge. Upon notice from the Agent or the Required
Banks, if, as of the Revolving Termination Date, or upon the occurrence of an
Event of Default, any Letters of Credit may for any reason remain outstanding
and partially or wholly undrawn, the Borrowers shall, unless waived by the
Required Banks, immediately Cash Collateralize the L/C Obligations in an amount
equal to the L/C Obligations.


                                      -48-
<PAGE>   56
       3.8 Letter of Credit Fees. (a) The Borrowers shall pay to the Agent for
the account of each of the Banks a letter of credit fee with respect to the
Letters of Credit at a percentage rate per annum equal to the Applicable Margin
for Revolving Loans consisting of Offshore Rate Loans (as in effect from time to
time) on the average daily maximum amount available to be drawn of the
outstanding Letters of Credit, computed on a quarterly basis in arrears on the
last Business Day of each calendar quarter based upon Letters of Credit
outstanding for that quarter as calculated by the Agent.

            (b) The Borrowers shall pay to the Issuing Bank a letter of credit
fronting fee for each Letter of Credit Issued by the Issuing Bank equal to
0.125% per annum of the face amount (or increased face amount, as the case may
be) of such Letter of Credit, as computed by the Agent.

            (c) The letter of credit fees payable under Section 3.8(a) and the
fronting fees payable under Section 3.8(b) shall be due and payable quarterly in
arrears on the last Business Day of each calendar quarter during which Letters
of Credit are outstanding, commencing on the first such quarterly date to occur
after the Restatement Effective Date, through the Revolving Termination Date (or
such later date upon which the outstanding Letters of Credit shall expire), with
the final payment to be made on the Revolving Termination Date (or such later
expiration date).

            (d) The Borrowers shall pay to the Issuing Bank from time to time on
demand the normal issuance, presentation, amendment and other processing fees,
and other standard costs and charges, of the Issuing Bank relating to letters of
credit as from time to time in effect.

      3.9 Uniform Customs and Practice. The Uniform Customs and Practice for
Documentary Credits as published by the International Chamber of Commerce most
recently at the time of issuance of any Letter of Credit shall (unless otherwise
expressly provided in the Letters of Credit) apply to all Letters of Credit.

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

      4.1 Taxes. (a) Except as provided in Section 4.1(c), any and all payments
by the Borrowers to each Bank or the Agent under this Agreement and any other
Loan Document shall be made free and clear of, and without deduction or
withholding for any Taxes. In addition, the Borrowers shall pay all Other Taxes.

            (b) The Borrowers agree to indemnify and hold harmless each Bank and
the Agent for the full amount of Taxes or Other Taxes including any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this Section
paid by the Bank or the Agent and any liability (including penalties, interest,
additions to tax and expenses arising therefrom or with respect thereto, whether
or not such Taxes or Other Taxes were correctly or legally asserted). Payment
under this indemnification shall be made within 30 days after the date the Bank
or the Agent provides written proof of payment of the related Taxes or Other
Taxes to the Borrowers.


                                      -49-
<PAGE>   57
            (c) If the Borrowers shall be required by law to deduct or withhold
any Taxes or Other Taxes from or in respect of any sum payable hereunder to any
Bank or the Agent, then:

                  (i) the sum payable shall be increased as necessary so that
      after making all required deductions and withholdings (including
      deductions and withholdings applicable to additional sums payable under
      this Section) such Bank or the Agent, as the case may be, receives an
      amount equal to the sum it would have received had no such deductions or
      withholdings been made;

                  (ii) the Borrowers shall make such deductions and
      withholdings;

                  (iii) the Borrowers shall pay the full amount deducted or
      withheld to the relevant taxing authority or other authority in accordance
      with applicable law; and

                  (iv) the Borrowers shall also pay to each Bank or the Agent
      for the account of such Bank, at the time interest is paid, all additional
      amounts which the respective Bank specifies as necessary to preserve the
      after-tax yield the Bank would have received if such Taxes or Other Taxes
      had not been imposed.

            (d) Within 30 days after their receipt of a written request therefor
by Agent, the Borrowers shall furnish the Agent the original or a certified copy
of a receipt evidencing any payment by the Borrowers of Taxes or Other Taxes, or
other evidence of payment satisfactory to the Agent.

            (e) If the Borrowers are required to pay additional amounts to any
Bank or the Agent pursuant to subsection (c) of this Section, then such Bank
shall use reasonable efforts (consistent with legal and regulatory restrictions)
to change the jurisdiction of its Lending Office so as to eliminate any such
additional payment by the Borrowers which may thereafter accrue, if such change
in the judgment of such Bank is not otherwise disadvantageous to such Bank.

            (f) No Foreign Bank shall be entitled to claim that the provisions
of this Section 4.1 apply to it with respect to Taxes unless such Foreign Bank
shall have delivered to the Borrowers, prior to the time that any payments are
to be made under this Agreement to such Foreign Bank, a properly completed (i)
Treasury Form 4224, specifying that the payments to be received by such Foreign
Bank pursuant to this Agreement are effectively connected with the conduct of a
United States trade or business or (ii) Treasury Form 1001, specifying that the
payments to be received by such Foreign Bank pursuant to this Agreement are
wholly exempt from United States federal income tax pursuant to the provisions
of an applicable income tax treaty with the United States and, in either case,
has otherwise complied with Section 10.10 hereof. Each Foreign Bank that shall
have provided a Form 4224 or a Form 1001 to the Borrowers, if permitted by law,
shall be required to provide the Borrowers with a new form (also showing no
withholding) no later than 3 years from the date that it provided the original
form to the Borrowers in order to claim advantage of this Section 4.1 from and
after such time.

      4.2 Illegality. (a) If the introduction after the date hereof of any
Requirement of Law, or any change after the Restatement Effective Date in any
Requirement of Law, or in the


                                      -50-
<PAGE>   58
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
after the Restatement Effective Closing Date that it is unlawful, for any Bank
or its applicable Lending Office to make Offshore Rate Loans, then, on notice
thereof by the Bank to the Borrowers through the Agent, any obligation of that
Bank to make Offshore Rate Loans shall be suspended until the Bank notifies the
Agent and the Borrowers that the circumstances giving rise to such determination
no longer exist.

            (b) If it is unlawful for any Bank to maintain any Offshore Rate
Loan, the Borrowers shall, upon receipt by the Company of notice of such fact
and demand from such Bank (with a copy to the Agent), prepay in full such
Offshore Rate Loans of that Bank then outstanding, together with interest
accrued thereon, either on the last day of the Interest Period thereof, if the
Bank may lawfully continue to maintain such Offshore Rate Loans to such day, or
immediately, if the Bank may not lawfully continue to maintain such Offshore
Rate Loan. If the Borrowers are required to so prepay any Offshore Rate Loan,
then concurrently with such prepayment, the Borrowers shall borrow from the
affected Bank, in the amount of such prepayment, a Base Rate Loan.

            (c) If the obligation of any Bank to make or maintain Offshore Rate
Loans has been so terminated or suspended, the Borrowers may elect, by giving
notice to the Bank through the Agent that all Loans which would otherwise be
made by the Bank as Offshore Rate Loans shall be instead Base Rate Loans.

            (d) Before giving any notice to the Agent under this Section, the
affected Bank shall designate a different Lending Office with respect to its
Offshore Rate Loans if such designation will avoid the need for giving such
notice or making such demand and will not, in the judgment of the Bank, be
illegal or otherwise disadvantageous to the Bank.

      4.3 Increased Costs and Reduction of Return. (a) If, due to either (i) the
introduction after the date hereof of, or any change after the date hereof
(other than any change by way of imposition of or increase in reserve
requirements included in the calculation of the Offshore Rate or in respect of
the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits)
in or in the interpretation of any law or regulation applicable to any Bank
(other than any such introduction or change announced prior to the date hereof)
or (ii) the compliance by any Bank with any guideline or request from any
central bank or other Governmental Authority (whether or not having the force of
law) not in effect prior to the date hereof, there shall be any increase in the
cost to such Bank of agreeing to make or making, funding or maintaining any
Offshore Rate Loans, or participating in Letters of Credit, or, in the case of
the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to
issue, issuing or maintaining any Letter of Credit or of agreeing to make or
making, funding or maintaining any unpaid drawing under any Letter of Credit,
then the Borrowers shall be liable for, and shall from time to time, upon demand
(with a copy of such demand to be sent to the Agent), pay to the Agent for the
account of such Bank or the Issuing Bank, as the case may be, additional amounts
as are sufficient to compensate such Bank or the Issuing Bank, as the case may
be, for such increased costs.


                                      -51-
<PAGE>   59
            (b) If (i) the introduction of any Capital Adequacy Regulation, (ii)
any change in any Capital Adequacy Regulation, (iii) any change in the
interpretation or administration of any Capital Adequacy Regulation by any
central bank or other Governmental Authority charged with the interpretation or
administration thereof, or (iv) compliance by any Bank (or its Lending Office)
or any corporation controlling the Bank with any Capital Adequacy Regulation, in
each case occurring after the date hereof, affects or would affect the amount of
capital required or expected to be maintained by the Bank or any corporation
controlling the Bank and (taking into consideration such Bank's or such
corporation's commercially reasonable policies with respect to capital adequacy
and such Bank's or such corporation's desired return on capital) the amount of
such capital is increased as a consequence of its Commitment, loans, credits or
obligations under this Agreement, then, upon written demand of such Bank to the
Borrowers through the Agent, the Borrowers shall pay to the Bank, from time to
time as specified by the Bank or such controlling corporation, additional
amounts sufficient to compensate the Bank for such increase.

      4.4 Funding Losses. Excluding losses or expenses incurred by a Bank
pursuant to Section 4.2, the Borrowers shall reimburse each Bank and hold each
Bank harmless from any loss or expense (but excluding in any event all
consequential or exemplary damages) which the Bank may sustain or incur as a
consequence of:

            (a) the failure of the Borrowers to make on a timely basis any
payment of principal of any Offshore Rate Loan;

            (b) the failure of the Borrowers to borrow, continue or convert into
an Offshore Rate Loan after the Borrowers have given (or are deemed to have
given) a Notice of Borrowing or a Notice of Conversion/Continuation (except as a
result of a breach by a Bank of its obligations hereunder);

            (c) the failure of the Borrowers to make any prepayment in
accordance with any notice delivered under Section 2.6;

            (d) the repayment or prepayment (including pursuant to Section 2.7)
or other payment (including after acceleration thereof) of an Offshore Rate Loan
on a day that is not the last day of the relevant Interest Period; or

            (e) the automatic conversion under Section 2.4 of any Offshore Rate
Loan to a Base Rate Loan on a day that is not the last day of the relevant
Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Offshore Rate Loans or from fees payable
to terminate the deposits from which such funds were obtained. For purposes of
calculating amounts payable by the Borrowers to the Banks under this Section and
under Section 4.3(a), each Offshore Rate Loan made by a Bank (and each related
reserve, special deposit or similar requirement) shall be conclusively deemed to
have been funded at the IBOR used in determining the Offshore Rate for such
Offshore Rate Loan by matching deposit or other borrowing in the interbank
eurodollar market for a comparable amount and for a comparable period, whether
or not such Offshore Rate Loan is in fact so funded. Each Bank shall exercise
its reasonable efforts to minimize such losses, costs and


                                      -52-
<PAGE>   60
expenses, except that each Bank shall not be obligated to take any action to
reduce net balances due to its non-U.S. offices from its U.S. offices.

      4.5 Inability to Determine Rates. If the Agent or the Required Banks
determine that for any reason adequate and reasonable means do not exist for
determining the Offshore Rate for any requested Interest Period with respect to
a proposed Offshore Rate Loan, or that the Offshore Rate applicable pursuant to
Section 2.9(a) for any requested Interest Period with respect to a proposed
Offshore Rate Loan does not adequately and fairly reflect the cost to the Banks
of funding such Loan, the Agent will promptly so notify the Borrowers and each
Bank. Thereafter, the obligation of the Banks to make or maintain Offshore Rate
Loans hereunder shall be suspended until the Agent upon the instruction of the
Required Banks revokes such notice in writing. Upon receipt of such notice, the
Borrowers may revoke any Notice of Borrowing or Notice of
Conversion/Continuation then submitted by it. If the Borrowers do not revoke
such Notice, the Banks shall make, convert or continue the Loans, as proposed by
the Borrowers, in the amount specified in the applicable notice submitted by the
Borrowers, but such Loans shall be made, converted or continued as Base Rate
Loans instead of Offshore Rate Loans.

      4.6 Certificates of Banks. Except as specifically provided in Section 4.1,
any Bank claiming reimbursement or compensation under this Article IV shall
deliver to the Borrowers (with a copy to the Agent) a certificate setting forth
in reasonable detail the amount payable to the Bank hereunder and the
circumstances giving rise to such claim, and such certificate shall be prima
facie evidence of the correctness thereof. Each Bank agrees to deliver such
certificate to the Borrowers within reasonable time after it determines the
additional amount required to be paid under this Article IV; provided, however,
that in no event shall any Bank deliver such Certificate to the Borrowers more
than 180 days after any vice-president of such Bank knows, or upon the discharge
of such vice-president's duties in the ordinary course should have known, of the
occurrence of an event giving rise to the additional amount required to be paid
in respect of this Article IV and if it fails to deliver such Certificate within
such 180 day period, the Borrowers will not be obligated for any costs incurred
prior to 180 days before such notice. The Borrowers shall pay such Bank the
amount shown as due on any such certificate timely delivered in accordance with
the foregoing within ten days after its receipt of the same; provided, however,
that the Borrowers shall not be required to pay any amounts (other than with
respect to Taxes under Section 4.1) which were due for any period occurring more
than 90 days prior to the Borrowers' receipt of such certificate (other than
periods with respect to which such costs or expenses are retroactively imposed).
This Article IV shall survive termination of this Agreement and payment of the
outstanding Notes. Notwithstanding the foregoing provisions of this Article IV,
the Borrowers shall not be liable for any increased cost pursuant to this
Article IV if and to the extent that such increased cost results from the change
in any Bank's Lending Office and such change (x) is made solely in the
discretion of such Bank and not required by any applicable Requirement of Law or
Governmental Authority, (y) is made for such Bank's benefit and without any
benefit to the Borrowers, and (z) results, at the time of such change, in an
increased cost greater than that which would have been incurred had the Bank not
so changed its Lending Office. Each Bank shall use its reasonable efforts to
avoid or minimize increased costs under this Article IV unless, in the sole
opinion of such Bank, such action would adversely affect it.


                                      -53-
<PAGE>   61
      4.7 Substitution of Banks. Upon the receipt by the Borrowers from any Bank
(an "Affected Bank") of a claim for compensation under Section 4.3, the
Borrowers may: (i) request the Affected Bank to use its best efforts to obtain a
replacement bank or financial institution satisfactory to the Borrowers to
acquire and assume all or a ratable part of all of such Affected Bank's Loans
and Commitments (a "Replacement Bank"); (ii) request one or more of the other
Banks to acquire and assume all or part of such Affected Bank's Loans and
Commitments; or (iii) designate a Replacement Bank. Any such designation of a
Replacement Bank under clause (i) or (iii) shall be subject to the prior written
consent of the Agent (which consent shall not be unreasonably withheld);
provided, that any Replacement Bank shall meet the requirements to be an
Eligible Assignee and shall purchase the same pro rata share of the Loans, L/C
Obligations, L/C Borrowings and the Acquisition Commitment and the Revolving
Commitment and the replacement shall be made pursuant to an assignment subject
to the provisions of Section 11.9.

      4.8 Survival. The agreements and obligations of the Borrowers, the Agent
and the Banks in this Article IV shall survive the payment of all other
Obligations.

                                    ARTICLE V

                              CONDITIONS PRECEDENT

      5.1 Conditions of Initial Credit Extension. The effectiveness of the
amendment and restatement of the Existing Credit Agreement is subject to the
condition that the Agent shall have received all of the following, in form and
substance satisfactory to the Agent and each Bank, and in sufficient copies for
each Bank:

            (a) Credit Agreement and any Notes. This Agreement and any Notes
requested by the Banks pursuant to Section 2.2(b), duly executed by each party
thereto;

            (b) Resolutions; Incumbency.

                  (i) Copies of partnership authorizations for the Company and
      resolutions of the board of directors of each of the General Partner,
      Petrolane and the Restricted Subsidiaries authorizing the transactions
      contemplated hereby to which it is a party, certified as of the
      Restatement Effective Date by the Secretary or an Assistant Secretary of
      such Person;

                  (ii) A certificate of the Secretary or Assistant Secretary of
      each of the General Partner, Petrolane and the Restricted Subsidiaries
      certifying the names and true signatures of its officers authorized to
      execute, deliver and perform, as applicable, on behalf of such Person the
      Loan Documents to which it is a party;

            (c) Organization Documents; Good Standing. Each of the following
documents:

                  (i) the articles or certificate of incorporation and the
      bylaws of the General Partner and Petrolane and the Certificate of Limited
      Partnership and the


                                      -54-
<PAGE>   62
      Partnership Agreement of the Company, in each case as in effect on the
      Restatement Effective Date, certified by the Secretary or an Assistant
      Secretary of the General Partner or Petrolane, as applicable, as of the
      Restatement Effective Date; and

                  (ii) a good standing certificate for each of Petrolane and the
      General Partner (and where available, the Company) from the Secretary of
      State (or similar, applicable Governmental Authority) of its state of
      incorporation or organization, as applicable, and each other state where
      the applicable Person is qualified to do business as a foreign
      corporation, in each case as of a recent date;

            (d) Legal Opinions. An opinion of Morgan, Lewis & Bockius LLP,
special counsel for the Obligors, in form and substance reasonably satisfactory
to the Banks;

            (e) Amendments to Selected Mortgages. Amendments to the Mortgages
recorded in Arizona, Connecticut, Florida, Georgia, Hawaii and New Jersey as to
which Mortgagee's title insurance has been obtained in form and substance
satisfactory to each Bank, duly executed and delivered by the Company and each
Restricted Subsidiary, as applicable.

            (f) Title Policies. Title endorsements or their equivalents with
respect to the title insurance policies issued in connection with the Mortgages
to insure the obligations of the Borrowers to the Banks under this Agreement and
the Mortgage Notes shall have been issued in form and substance reasonably
satisfactory to Collateral Agent.

            In addition, the Borrowers shall have paid or made arrangements to
pay to the title companies all expenses and premiums of the title companies in
connection with the issuance of such endorsements and all recording and stamp
taxes payable in connection with recording each amendment to the Mortgages in
the appropriate offices.

            (g) Recordation. The amendments to the Mortgages described in
subsection (e) above, fully executed and delivered to the Collateral Agent in a
form suitable for being duly recorded, published, registered and filed. The
Borrowers shall have paid, or shall have made arrangements to pay, all taxes,
fees and other governmental charges due in connection with the execution,
delivery, recording, publishing, registration and filing of such documents or
instruments.

            (h) Insurance. Insurance complying with the provisions of the
Collateral Agency Agreement shall be in full force and effect and the Agent
shall have received a certificate to that effect from independent insurance
brokers or consultants as shall be reasonably satisfactory to the Required
Banks, dated the Restatement Effective Date.

            (i) Payment of Fees. Evidence of payment by the Borrowers of all
accrued and unpaid fees, costs and expenses to the extent due and payable
hereunder (subject to the limitations set forth in Section 11.4) on the
Restatement Effective Date to the Agent, the Arranger and the Banks, together
with Attorney Costs of the Agent to the extent invoiced prior to or on the
Restatement Effective Date, plus such additional amounts of Attorney Costs as
shall constitute the Agent's reasonable estimate by category of Attorney Costs
incurred or to be incurred by it


                                      -55-
<PAGE>   63
through the closing proceedings (provided that such estimate shall not
thereafter preclude final settling of accounts between the Borrowers and the
Agent) including any such costs, fees and expenses arising under or referenced
in Sections 2.10 and 11.4.

            (j) Ownership. UGI shall own indirectly at least 56% of the limited
partnership interests of the Company.

            (k) Certificate. A certificate signed by a Responsible Officer,
dated as of the Restatement Effective Date, stating that:

            (i) the representations and warranties contained in Article VI are
true and correct in all material respects on and as of such date, as though made
on and as of such date except (x) as affected by the completion of the
transactions referred to herein and (y) to the extent that such representations
and warranties expressly relate to an earlier time or date, in which case such
representations and warranties shall have been true and correct in all material
respects as of such earlier time or date;

            (ii) there has occurred since June 30, 1997, no event or
circumstance that has resulted in or presents a reasonable likelihood of having,
a Material Adverse Effect; and

            (iii) the condition set forth in clause (j) above shall have been
completed.

            (l) Payments under Existing Credit Agreement. All interest and fees
accrued to but not including the Restatement Effective Date, and all other
amounts payable, under the Existing Credit Agreement, that have been invoiced by
the Agent at least three days prior to the Restatement Effective Date, (i) in
the case of each bank party to the Existing Credit Agreement which is not a Bank
under this Agreement, shall have been paid by the Borrowers to each such Bank on
or prior to the Restatement Effective Date and (ii) in the case of each bank
party to the Existing Credit Agreement which is a Bank under this Agreement,
shall be paid on (x) the first Interest Payment Date to occur after the
Restatement Effective Date, in the case of interest or (y) the last Business Day
of the calendar quarter containing the Restatement Effective Date, in the case
of fees and all other amounts payable under the Existing Credit Agreement.

            (m) Consent of Holders of First Mortgage Notes. Evidence that each
of the Borrowers and the Required Holders (as defined in the Note Agreements)
has consented to amending each of the Note Agreements by deleting the financial
covenant contained in the first sentence of Section 10.1 of the Note Agreements
and inserting in its place the financial covenant contained in Section 8.14
hereof.

            (n) Other Documents. Such other approvals, opinions, documents or
materials as the Agent or any Bank may reasonably request.

            At the request of the Borrowers or any Bank, the Agent will confirm
in writing to the Banks, with a copy to the Borrowers, whether, and to what
extent, the above conditions have been fulfilled.


                                      -56-
<PAGE>   64
      5.2 Conditions to All Borrowings. The obligation of each Bank to make any
Loan (including its initial Loan), the obligation of the Issuing Bank to Issue
any Letter of Credit (including the initial Letter of Credit) and the obligation
of BofA to make any Swingline Loan (including the initial Swingline Loan) is
subject to the satisfaction of the following conditions precedent on or prior to
the relevant Borrowing Date or Issuance Date:

            (a) Notice of Borrowing. The Agent shall have received a Notice of
Borrowing; or in the case of any Issuance of any Letter of Credit, the Issuing
Bank and the Agent shall have received an L/C Application or L/C Amendment
Application, as required under Section 3.2.

            (b) Continuation of Representations and Warranties. The
representations and warranties in Article VI shall be true and correct in all
material respects on and as of such Borrowing Date or Issuance Date, with the
same effect as if made on and as of such Borrowing Date or Issuance Date (except
to the extent such representations and warranties expressly relate to an earlier
time or date, in which case they shall have been true and correct in all
material respects as of such earlier time or date); and

            (c) No Existing Default. No Default or Event of Default shall exist
or shall result from such Borrowing or Issuance.

            Each Notice of Borrowing, L/C Application or L/C Amendment
Application submitted or deemed submitted by the Borrowers hereunder shall
constitute a representation and warranty by the Borrowers hereunder, as of the
date of each such notice and as of each Borrowing Date and Issuance Date that
the conditions in Section 5.2 are satisfied.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

            The Company represents and warrants to the Agent and each Bank as
set forth below in Sections 6.1 through 6.14 and Sections 6.17 through 6.23,
Petrolane represents and warrants to the Agent and each Bank as set forth below
in Section 6.15, and the General Partner represents and warrants to the Agent
and each Bank as set forth below in Section 6.16 that:

      6.1 Organization, Standing, etc. The Company is a limited partnership duly
organized, validly existing and in good standing under the Delaware Revised
Uniform Limited Partnership Act and has all requisite partnership power and
authority to own and operate its properties (including without limitation the
Assets owned and operated by it), to conduct its business, to enter into this
Agreement and such other Loan Documents to which it is a party and to carry out
the terms of this Agreement and such other Loan Documents. The General Partner
is a corporation duly organized, validly existing and in good standing under the
laws of the Commonwealth of Pennsylvania and has all requisite corporate power
and authority to own and operate its properties, to act as the sole general
partner of the Company and to execute and deliver in its individual capacity and
in its capacity as the sole general partner of the Company this Agreement and
such other Loan Documents to which the Borrowers or the General Partner is a


                                      -57-
<PAGE>   65
party and to carry out the terms of this Agreement and such other Loan
Documents. Petrolane is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Pennsylvania, has succeeded
to all assets and liabilities of California Petrolane by merger and has all
requisite corporate power and authority to own and operate its properties, to
conduct its business and to execute and deliver the Loan Documents to which
Petrolane is a party and to carry out the terms of this Agreement and such other
Loan Documents. Each Restricted Subsidiary is a corporation duly organized,
validly existing and in good standing under the laws of its state of
incorporation and has all requisite corporate power and authority to own and
operate its properties (including without limitation the Assets owned and
operated by it), to conduct its business and to execute and deliver the Security
Documents to which such Restricted Subsidiary is a party and to carry out the
terms of this Agreement and such other Security Documents.

      6.2 Partnership Interests and Subsidiaries. The sole general partner of
the Company is the General Partner, which on the Restatement Effective Date owns
a 1.0101% general partnership interest in the Company and is an indirect
Wholly-Owned Subsidiary of UGI. On the Restatement Effective Date (a) the only
limited partner of the Company is the Public Partnership, which owns a 98.9899%
limited partnership interest in the Company, and (b) the Company does not have
any partners other than the General Partner and the Public Partnership. As of
the Restatement Effective Date, the Company does not have any Subsidiary other
than as set forth on Schedule 6.2 or any Investments in any Person (other than
as set forth on Schedule 6.2 or Investments of the types described in Section
8.4(a)).

      6.3 Qualification; Corporate or Partnership Authorization. The Company is
duly qualified or registered and is in good standing as a foreign limited
partnership for the transaction of business, and each of the General Partner,
Petrolane and the Restricted Subsidiaries is qualified or registered and is in
good standing as a foreign corporation for the transaction of business, in the
states listed in Schedule 6.3, which are the only jurisdictions in which the
nature of their respective activities or the character of the properties they
own, lease or use makes such qualification or registration necessary as of the
Restatement Effective Date and in which the failure so to qualify or to be so
registered as of the Restatement Effective Date would have a Material Adverse
Effect. Each of the Company, the General Partner and Petrolane has taken all
necessary partnership action or corporate action, as the case may be, to
authorize the execution, delivery and performance by it of this Agreement and
each of the other Loan Documents to which it is a party. Each Restricted
Subsidiary has taken all necessary corporate action to authorize the execution,
delivery and performance by it of each of the Security Documents to which it is
a party. Each of the Company, the General Partner and Petrolane has duly
executed and delivered each of this Agreement and the other Loan Documents to
which it is a party, and each of them constitutes the Company's, the General
Partner's or Petrolane's, as the case may be, legal, valid and binding
obligation enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, moratorium or similar
laws affecting creditors' rights generally. Each Restricted Subsidiary has duly
executed and delivered each of the Security Documents to which it is a party,
and each of them constitutes such Restricted Subsidiary's legal, valid and
binding obligation enforceable against it in accordance with its terms,


                                      -58-
<PAGE>   66
except as such enforceability may be limited by bankruptcy, insolvency,
moratorium or similar laws affecting creditors' rights generally.

      6.4 Financial Statements. The audited consolidated financial statements of
the Company and its consolidated Subsidiaries for the fiscal year ended
September 30, 1996 and the period April 19, 1995 to September 30, 1995, and the
unaudited balance sheet, statement of operations, statement of cash flows and
statement of partners capital of the Company and its consolidated Subsidiaries
for the fiscal period ended June 30, 1997, have been prepared in accordance with
GAAP applied on a consistent basis throughout the periods specified (except as
described in the footnotes thereto) and present fairly, in all material
respects, the financial position of the Company as of the respective dates
specified (except for the absence of footnotes and subject to changes resulting
from normal year-end audit adjustments, in the case of unaudited financial
statements).

      6.5 Changes, etc. Except as contemplated by this Agreement or the other
Loan Documents, (a) for the period from June 30, 1997 to and including the
Restatement Effective Date, none of the Company and any of its Restricted
Subsidiaries has incurred any material liabilities or obligations, direct or
contingent, nor entered into any material transaction, in each case other than
in the ordinary course of its business, and (b) since the date of the last
financial statements delivered pursuant to Section 6.4 or 7.1 there has not been
any material adverse change in or effect on the financial condition or prospects
of the Company or in the Business or Assets. Since June 30, 1997, no Restricted
Payment of any kind has been declared, paid or made by the Company other than
Restricted Payments permitted by Section 8.5.

      6.6 Tax Returns and Payments. Each of the Company, the General Partner,
Petrolane and the Restricted Subsidiaries has filed all material tax returns
required by law to be filed by it or has properly filed for extensions of time
for the filing thereof, and has paid all material taxes, assessments and other
governmental charges levied upon it or any of its properties, assets, income or
franchises which are shown to be due on such returns, other than those which are
not past due or are presently being contested in good faith by appropriate
proceedings diligently conducted for which such reserves or other appropriate
provisions, if any, as shall be required by GAAP have been made. The Company is
a limited partnership and so long as it is a limited partnership it will be
treated as a pass-through entity for U.S. federal income tax purposes and as of
the Restatement Effective Date is not subject to taxation with respect to its
income or gross receipts under applicable state (other than Hawaii, Illinois,
Michigan, New Hampshire, Tennessee and Wisconsin) laws.

      6.7 Indebtedness. As of the Restatement Effective Date, none of the
Company, the General Partner, Petrolane and their respective Subsidiaries has
any secured or unsecured Indebtedness outstanding, except as set forth in
Schedule 6.7 and other than the Indebtedness represented by this Agreement, the
other Loan Documents and the Mortgage Notes. As of the Restatement Effective
Date, no instrument or agreement to which the Company or any of its Subsidiaries
is a party or by which the Company or any such Subsidiary is bound (other than
this Agreement and the agreements governing the Mortgage Notes and other than as
indicated in Schedule 6.7) contains any restriction on the incurrence by the
Company or any of its Subsidiaries of additional Indebtedness.


                                      -59-
<PAGE>   67
      6.8 Transfer of Assets and Business. (a) As of the Restatement Effective
Date, except as set forth in Schedule 6.8(a), each of the Company and its
Subsidiaries is in possession of, and operating in compliance in all material
respects with, all franchises, grants, authorizations, approvals, licenses,
permits (other than permits required by Environmental Laws), easements,
rights-of-way, consents, certificates and orders (collectively, the "Permits")
required (i) to own, lease or use its properties (including without limitation
to own, lease or use the Assets owned, leased or used by it) and (ii)
considering all such Permits in the possession of, and complied with by, the
General Partner, Petrolane, the Company and its Subsidiaries taken together, to
permit the conduct of the Business as now conducted and proposed to be
conducted, except for those Permits (collectively, the "Routine Permits") (x)
which are routine or administrative in nature and are expected in the reasonable
judgment of the Company to be obtained or given in the ordinary course of
business after the Restatement Effective Date, or (y) which, if not obtained or
given, would not, individually or in the aggregate, present a reasonable
likelihood of having a Material Adverse Effect. Schedule 6.8(a) sets forth a
list of substantially all of the consents that may be required to transfer those
Permits (other than Routine Permits) constituting an interest in Assets which
have not been obtained as of the date hereof, and each of the Company and the
General Partner has requested the consent of all parties listed thereon for the
transfer of such Permits.

            (b) On the Restatement Effective Date, each of the Company and its
Subsidiaries has (i) good and marketable title to substantially all of the
Assets constituting real property and (ii) good and sufficient title to
substantially all of the Assets constituting personal property for the use and
operation of such personal property as it is used on the date hereof, in each
case subject to no Liens except such as are permitted by Section 8.3. Schedule
6.8(b) contains a list of, as of the date hereof, (x) counties where the Assets
are located and (y) each Mortgaged Property with the address of each such
Mortgaged Property. The Assets owned by the Company and its Subsidiaries on the
Restatement Effective Date are substantially all of the assets and properties
necessary to enable the Company and its Subsidiaries to conduct the Business.
Subject to such exceptions as would not, individually or in the aggregate,
present a reasonable likelihood of having a Material Adverse Effect, (A) on the
date hereof the Company and its Subsidiaries enjoy peaceful and undisturbed
possession under all leases and subleases necessary in any material respect for
the conduct of the Business, and (B) as of the Restatement Effective Date, all
such leases and subleases are valid and subsisting and are in full force and
effect. Except to perfect, preserve and protect Liens permitted by Section 8.3
and Liens which will be discharged on the Restatement Effective Date, as of the
Restatement Effective Date, (x) no presently effective financing statements
under the Uniform Commercial Code which name any of the Company, the General
Partner, Petrolane or their respective Subsidiaries as debtor, and which
individually or in the aggregate relate to any material part of the Assets, are
on file in any jurisdiction in which any of the Assets are (or have been)
located or the Company, the General Partner, Petrolane or any such Subsidiary is
organized or has its principal place of business and (y) none of the Company,
the General Partner, Petrolane and any such Subsidiary has signed, or authorized
the filing by or on behalf of any secured party of, any presently effective
financing statements which individually or in the aggregate relate to any
material part of the Assets.

      6.9 Litigation, etc. As of the date hereof and the Restatement Effective
Date, there is no action, proceeding or investigation pending or, to the
knowledge of the Company upon


                                      -60-
<PAGE>   68
reasonable inquiry, threatened against the Company, Petrolane, the Public
Partnership, the General Partner or any of their respective Subsidiaries, and
there is no action proceeding or investigation pending or, to the knowledge of
the Company upon reasonable inquiry, threatened against the Company or its
Restricted Subsidiaries, (a) which questions the validity or enforceability of
this Agreement, the other Loan Documents or any action taken or to be taken
pursuant to this Agreement or the other Loan Documents, or (b) except as set
forth in Schedule 6.9, which would present a reasonable likelihood of having,
either in any case or in the aggregate, a Material Adverse Effect.

      6.10 Compliance with Other Instruments, etc. (a) On the Restatement
Effective Date, none of the Company, the General Partner, Petrolane or any of
their respective Subsidiaries will be in violation of (i) any provision of its
certificate or articles of incorporation or other Organization Documents, (ii)
any provision of any agreement or instrument to which it is a party or by which
any of its properties is bound or (iii) any applicable law, ordinance, rule or
regulation of any Governmental Authority or any applicable order, judgment or
decree of any court, arbitrator or Governmental Authority, except (in the case
of clauses (ii) and (iii) above only) for such violations which would not,
individually or in the aggregate, present a reasonable likelihood of having a
Material Adverse Effect. Neither the General Partner nor the Public Partnership
is in violation of any provision of the Partnership Agreement.

      (b) The execution, delivery and performance by each of the Company, the
General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and
the other Loan Documents to which it is a party, and the completion of the
transactions contemplated by this Agreement will not (i) violate (x) any
provision of the Partnership Agreement or the certificate or articles of
incorporation or other Organization Documents of the Company, the General
Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable
law, ordinance, rule or regulation of any Governmental Authority or any
applicable order, judgment or decree of any court, arbitrator or Governmental
Authority, or (z) any provision of any agreement or instrument to which the
Company, the General Partner, Petrolane or any of their respective Subsidiaries
is a party or by which any of its properties is bound, except (in the case of
clauses (y) and (z) above) for such violations which would not, individually or
in the aggregate, present a reasonable likelihood of having a Material Adverse
Effect, or (ii) result in the creation of (or impose any express obligation on
the part of the Borrowers to create) any Lien not permitted by Section 8.3.

      6.11 Governmental Consent. Except as expressly contemplated by this
Agreement and the other Loan Documents, and except for Routine Permits, (i) no
consent, approval or authorization of, or declaration or filing with, any
Governmental Authority is required for the valid execution, delivery and
performance of this Agreement or the other Loan Documents to which the Company
or any of the Restricted Subsidiaries, Petrolane or the General Partner is a
party, and (ii) no such consent, approval, authorization, declaration or filing
is required for the making of Loans or Issuing Letters of Credit pursuant to
this Agreement.

      6.12 Investment Company Act. None of the Company, Petrolane or the General
Partner is an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.


                                      -61-
<PAGE>   69
         6.13 Public Utility Holding Company Act. None of the Company, Petrolane
or the General Partner is a "holding company" within the meaning of Section
2(a)(7)(A) of the Public Utility Holding Company Act of 1935, as amended (the
"PUHCA"). Each of the Company, Petrolane and the General Partner is a
"subsidiary company" of a "holding company", within the meaning of the PUHCA,
but each of UGI (the "holding company"), the Company, Petrolane and the General
Partner is exempt from all the provisions of the PUHCA and the rules thereunder
other than Section 9(a)(2) thereof, based upon the filing by UGI with the
Commission of an exemption statement on Form U-3A-2 dated February 28, 1997
pursuant to Rule 2 under PUHCA (17 C.F.R. Section 250.2).

         6.14 Chief Executive Office. As of the Restatement Effective Date, the
chief executive office of the Company and the office where it maintains its
records relating to the transactions contemplated by this Agreement and the
other Loan Documents is located at 460 North Gulph Road, King of Prussia, PA
19406.

         6.15 Matters Relating to Petrolane. (a) As of the Restatement Effective
Date, Petrolane is a Wholly-Owned Subsidiary of the General Partner, has no
Subsidiaries and owns an approximate 18.50% limited partnership interest in the
Public Partnership.

                  (b) Schedule 6.15 includes a complete description of the
business and activities carried on by Petrolane and of its assets and
liabilities as of the Restatement Effective Date.

         6.16 Matters Relating to the General Partner. (a) As of the Restatement
Effective Date, the General Partner is a Wholly-Owned Subsidiary of AmeriGas,
Inc., a Pennsylvania corporation, and owns, in addition to the interest in the
Company described in Section 6.2, (i) a 1% general partnership interest in the
Public Partnership, (ii) all of the outstanding shares of Capital Stock of
Petrolane and (iii) an approximate 38.30% limited partnership interest in the
Public Partnership. Other than AmeriGas Technology Group, Inc. and Diamond
Acquisition, Inc., the General Partner has no other Subsidiaries as of the
Restatement Effective Date.

                  (b) Schedule 6.16 includes a complete description of the
business and activities carried on by the General Partner and of its assets and
liabilities as of the Restatement Effective Date.

         6.17 ERISA Compliance. Except to the extent that any of the following
would not, either alone or together, present a reasonable likelihood of having a
Material Adverse Effect: (i) during the twelve-consecutive-month period prior to
the date of the execution and delivery of this Agreement and prior to the date
of any Borrowing hereunder, no steps have been taken to terminate any Pension
Plan sponsored or maintained by any Borrower or any ERISA Affiliate of any
Borrower, (ii) no contribution failure has occurred with respect to any Pension
Plan sponsored or maintained by any Borrower or any ERISA Affiliate of any
Borrower sufficient to give rise to a Lien under section 302(f) of ERISA and
(iii) with respect to each Pension Plan sponsored or maintained by any Borrower
or any ERISA Affiliate of any Borrower, none of the following events has
occurred: termination of the plan, failure to make a required contribution to
the plan, failure to satisfy the minimum funding standard for a year, request
for a waiver of the minimum funding standard for any year, withdrawal from a
multiple employer plan, adoption of an


                                      -62-
<PAGE>   70
amendment which results in a funded current liability percentage of less than 60
percent, engaging in one or more prohibited transactions, failure to comply with
reporting and disclosure requirements or engaging in any breach of fiduciary
responsibility.

         6.18 Use of Proceeds; Margin Regulations. The proceeds of the Loans are
to be used solely for the purposes set forth in and permitted by Section 8.9.
None of the Borrowers and their Subsidiaries is generally engaged in the
business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

         6.19 Environmental Warranties. (a) Except as disclosed on Schedule 6.19
or where non-compliance would not present a reasonable likelihood of having a
Material Adverse Effect, as of the date hereof each of the Company and its
Subsidiaries is in compliance with all Environmental Laws applicable to it and
to the Business or Assets. Except as disclosed on Schedule 6.19 or where a
reasonable likelihood of having a Material Adverse Effect would not be
presented, as of the Restatement Effective Date the Company and its Subsidiaries
have obtained and are in compliance with all permits, licenses and approvals
required by Environmental Law. Except as disclosed in Schedule 6.19 or where the
failure to timely and properly reapply would not present a reasonable likelihood
of having a Material Adverse Effect, as of the date hereof, the Company and its
Subsidiaries have submitted timely and complete applications to renew any
expired or expiring Permits required by Environmental Law. Schedule 6.19 lists
all notices from Federal, state or local Governmental Authorities or other
Persons received within the last five years of the date hereof by the Company
and its Subsidiaries, alleging or threatening any liability on the part of the
Company or any of its Subsidiaries, pursuant to any Environmental Law, that
present a reasonable likelihood of having a Material Adverse Effect. As of the
date hereof, all reports, documents, or other submissions required by
Environmental Laws to be submitted by the Company to any Governmental Authority
or Person have been filed by the Company, except where the failure to file would
not present a reasonable likelihood of having a Material Adverse Effect.

                  (b) Except as disclosed in Schedule 6.19 or where a reasonable
likelihood of having a Material Adverse Effect would not be presented, as of the
date hereof: (i) there is no Hazardous Substance present at any of the real
property currently owned or leased by the Company or any of its Subsidiaries,
and to the knowledge of the Company, there was no Hazardous Substance present at
any of the real property formerly owned or leased by the Company or any of its
Subsidiaries during the period of ownership or leasing by such Person; and (ii)
with respect to such real property and subject to the same knowledge and
temporal qualifiers concerning Hazardous Substances with respect to formerly
owned or leased real properties, there has not occurred (x) any release, or to
the knowledge of the Company, any threatened release of a Hazardous Substance,
or (y) any discharge or, to the knowledge of the Company, threatened discharge
of any Hazardous Substance into the ground, surface, or navigable waters which
violates any Federal, state, local or foreign laws, rules or regulations
concerning water pollution.

                  (c) Except as set forth in Schedule 6.19 or where a reasonable
likelihood of having a Material Adverse Effect would not be presented, as of the
date hereof, none of the Company and its Subsidiaries has disposed of,
transported, or arranged for the transportation or


                                      -63-
<PAGE>   71
disposal of any Hazardous Substance where such disposal, transportation, or
arrangement would give rise to liability pursuant to CERCLA or any analogous
state statute.

                  (d) Except as set forth in Schedule 6.19 or where a reasonable
likelihood of having a Material Adverse Effect would not be presented, as of the
date hereof: (1) no lien has been asserted by any Governmental Authority or
person resulting from the use, spill, discharge, removal, or remediation of any
Hazardous Substance with respect to any real property currently owned or leased
by the Company or any of its Subsidiaries, and (2) to the knowledge of the
Company, no such lien was asserted with respect to any of the real property
formerly owned or leased by the Company or any its Subsidiaries during the
period of ownership or leasing of the real property by such Person.

                  (e) Except as set forth in Schedule 6.19 or where a reasonable
likelihood of having a Material Adverse Effect would not be presented as of the
date hereof, (1) there are no underground storage tanks, asbestos-containing
materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of
the real property currently owned or leased by the Company or any of its
Subsidiaries in violation of Environmental Law and (2) to the knowledge of the
Company, there were no underground storage tanks, asbestos-containing materials,
polychlorinated biphenyls, or urea formaldehyde insulation at any of the real
property formerly owned or leased by the Company or any of its Subsidiaries in
violation of Environmental Law during the period of ownership or leasing of such
real property by such Person.

                  (f) Except as set forth in Schedule 6.19 or where a reasonable
likelihood of having a Material Adverse Effect would not be presented, propane
has been used, handled and stored by the Company and its Subsidiaries during the
five year period ending on the Restatement Effective Date in compliance with
Environmental Laws.

         6.20 Copyrights, Patents, Trademarks and Licenses, etc. Except to the
extent that the failure to do so would not present a reasonable likelihood of
having a Material Adverse Effect, the Company and the Restricted Subsidiaries
own or are licensed or otherwise have the right to use all of the patents,
trademarks, service marks, trade names, copyrights, contractual franchises,
authorizations and other rights that are reasonably necessary for the operation
of the Business, without conflict with the rights of any other Person. To the
best knowledge of the Company, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Company or any Restricted Subsidiary
infringes upon any rights held by any other Person, where such infringement
would present a reasonable likelihood of having a Material Adverse Effect.
Except as specifically disclosed in Schedule 6.20, as of the date hereof no
claim or litigation regarding any of the foregoing is pending or to the
knowledge of the Company threatened, and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or code
is pending or, to the knowledge of the Company, proposed, which, in either case,
would present a reasonable likelihood of having a Material Adverse Effect.

         6.21 Insurance. On the Restatement Effective Date, the Company and each
of its Subsidiaries are in compliance with the terms and conditions contained in
Sections 20 and 21 of the Collateral Agency Agreement.


                                      -64-
<PAGE>   72
         6.22 Full Disclosure. None of the representations or warranties made by
any Borrower or the Restricted Subsidiaries in the Loan Documents as of the date
such representations and warranties are made or deemed made, and none of the
statements contained in any document, certificate or instrument furnished by or
on behalf of any Borrower in connection with the Loan Documents, as of the date
of such document, instrument or certificate, contains any untrue statement of a
material fact or omits any material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances
under which they are made, not misleading.

         6.23 Solvency. As of the Restatement Effective Date, none of the
Borrowers nor any of the Restricted Subsidiaries:

                  (i) was insolvent;

                  (ii) was engaged in business, or was about to engage in
business or a transaction, for which any property remaining with said Borrower
or Restricted Subsidiary was an unreasonably small capital; or

                  (iii) intended to incur, or believed that it would incur,
debts that would be beyond its ability to pay as such debts matured.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letters of Credit
shall remain outstanding unless the Required Banks waive compliance in writing:

         7.1 Financial Statements. The Company will maintain, and will cause
each of its Subsidiaries to maintain, a system of accounting established and
administered in accordance with GAAP, and will accrue, and will cause each of
its Subsidiaries to accrue, all such liabilities as shall be required by GAAP.
The Company will deliver to Agent and the Banks:

                  (a) as soon as practicable, but in any event within 45 days
after the end of each of the first three quarterly fiscal periods in each fiscal
year of the Company, consolidated and consolidating balance sheets of the
Company and its Subsidiaries (except, as to consolidating balance sheets only,
for inactive Subsidiaries) as at the end of such period and the related
consolidated (and, as to statements of income, consolidating, except for
inactive Subsidiaries) statements of income, partners' capital and cash flows of
the Company and its Subsidiaries for such period and (in the case of the second
and third quarterly periods) for the period from the beginning of the current
fiscal year to the end of such quarterly period, setting forth in each case in
comparative form the consolidated and, where applicable, consolidating figures
for the corresponding periods of the previous fiscal year, all in reasonable
detail and certified by the principal financial officer of the General Partner
as presenting fairly, in all material respects, the information contained
therein (except for the absence of footnotes and subject to changes


                                      -65-
<PAGE>   73
resulting from normal year-end adjustments), in accordance with GAAP applied on
a basis consistent with prior fiscal periods (other than fiscal periods ending
prior to the Original Closing Date) except for inconsistencies resulting from
changes in accounting principles and methods agreed to by the Company's
independent accountants;

                  (b) as soon as practicable, but in any event within 90 days
after the end of each fiscal year of the Company, consolidated and consolidating
balance sheets of the Company and its Subsidiaries (except, as to consolidating
balance sheets only, for inactive Subsidiaries) as at the end of such year and
the related consolidated (and, as to statements of income, consolidating except
for inactive Subsidiaries) statements of income, partners' capital and cash
flows of the Company and its Subsidiaries for such fiscal year, setting forth in
each case with respect to financial statements delivered as of any date and for
any period after September 30, 1996 in comparative form the consolidated and,
where applicable, consolidating figures for the previous fiscal year, all in
reasonable detail and (i) in the case of such consolidated financial statements,
accompanied by a report thereon of Arthur Andersen LLP or other independent
public accountants of recognized national standing selected by the Company,
which report shall state that such consolidated financial statements present
fairly, in all material respects, the financial position of the Company and its
Subsidiaries as at the dates indicated and the results of their operations and
cash flows for the periods indicated in conformity with GAAP unless otherwise
disclosed, applied on a basis consistent with prior years (other than fiscal
years ending prior to the Original Closing Date), and that the audit by such
accountants in connection with such consolidated financial statements has been
made in accordance with generally accepted auditing standards then in effect in
the United States, and (ii) in the case of such consolidated and consolidating
financial statements, certified by the principal financial officer of the
General Partner as presenting fairly, in all material respects, the information
contained therein (except, in the case of such consolidating financial
statements, for the absence of footnotes), in accordance with GAAP;

                  (c) together with each delivery of financial statements of the
Company pursuant to subdivisions (a) and (b) of this Section 7.1, a Compliance
Certificate of the Company (i) stating that the signers have reviewed the terms
of this Agreement and the other Loan Documents and have made, or caused to be
made under their supervision, a review in reasonable detail of the transactions
and condition of the Company and its Subsidiaries during the accounting period
covered by such financial statements, and that the signers do not have knowledge
of the existence and continuance as at the date of such Compliance Certificate
of any Default or Event of Default, or, if any of the signers have knowledge
that any Default or Event of Default then exists, specifying the nature and
approximate period of existence thereof and what action the Company has taken or
is taking or proposes to take with respect thereto, (ii) specifying the amount
available at the end of such accounting period for Restricted Payments in
compliance with Section 8.5 and showing in reasonable detail all calculations
required in arriving at such amount, (iii) demonstrating in reasonable detail
compliance at the end of such accounting period with the restrictions contained
in Section 7.14(d), Sections 8.1(b), (d), (e), and (f), Section 8.2, Section
8.4(c), Section 8.4(h), Section 8.5, Section 8.8(a)(ii), Section 8.8(a)(iii),
Section 8.8(c)(ii) (calculation of any Excess Sale Proceeds), Section 8.13, and
Section 8.14 (first sentence), (iv) calculating the applicable Pricing Tier, (v)
if not specified in the related financial statements being


                                      -66-
<PAGE>   74
delivered pursuant to subdivisions (a) and (b) above, specifying the aggregate
amount of interest paid or accrued by, and aggregate rental expenses of, the
Company and its Subsidiaries, and the aggregate amount of depreciation,
depletion and amortization charged on the books of the Company and its
Subsidiaries, during the fiscal period covered by such financial statements, and
(vi) if at the time of the delivery of such financial statements the Company
shall have any Unrestricted Subsidiaries, setting forth therein (or in an
accompanying schedule) the adjustments required to be made to indicate the
consolidated financial position, cash flows and results of operations of the
Company and the Restricted Subsidiaries without regard to the financial
position, cash flows or results of operations of such Unrestricted Subsidiaries;

                  (d) together with each delivery of consolidated financial
statements of the Company pursuant to subdivision (b) of this Section 7.1, a
written statement by the independent public accountants giving the report
thereon stating that they have reviewed the terms of this Agreement and the
Notes and that, in making the audit necessary for the certification of such
financial statements, they have obtained no knowledge of the existence and
continuance as at the date of such written statement of any Default or Event of
Default, or, if they have obtained knowledge that any Default or Event of
Default then exists, specifying, to the extent possible, the nature and
approximate period of the existence thereof (such accountants, however, shall
not be liable to anyone by reason of their failure to obtain knowledge of any
Default or Event of Default which would not be disclosed in the course of an
audit conducted in accordance with generally accepted auditing standards then in
effect in the United States);

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

                  (f) promptly upon their becoming publicly available, copies of
(i) all financial statements, reports, notices and proxy statements sent or made
available by the Company or the Public Partnership to any of its security
holders in compliance with the Exchange Act, or any comparable Federal or state
laws relating to the disclosure by any Person of information to its security
holders, (ii) all regular and periodic reports and all registration statements
and prospectuses filed by the Company or the Public Partnership with any
securities exchange or with the Securities and Exchange Commission or any
governmental authority succeeding to any of its functions (other than
registration statements on Form S-8 and Annual Reports on Form 10-R), (iii) all
press releases and other similar written statements made available by the
Company or the Public Partnership to the public concerning material developments
in the business of the Company or the Public Partnership, as the case may be and
(iv) all reports, notices and other similar written statements sent or made
available by the Company or the Public Partnership to any holder of its
Indebtedness pursuant to the terms of any agreement, indenture or other
instrument evidencing such Indebtedness, including without limitation the
Mortgage Notes and the Public Partnership Indenture, except to the extent the
same substantive information is already being sent to the Agent and the Banks;


                                      -67-
<PAGE>   75
                  (g) as soon as reasonably practicable, and in any event within
five Business Days after a Responsible Officer obtains knowledge that any
Default or Event of Default has occurred, a written statement of such
Responsible Officer setting forth details of such Default or Event of Default
and the action which the Company has taken, is taking and proposes to take with
respect thereto;

                  (h) as soon as reasonably practicable, and in any event within
five Business Days after a Responsible Officer obtains knowledge of (i) the
occurrence of an adverse development with respect to any litigation or
proceeding involving the Company or any of its Subsidiaries which in the
reasonable judgment of the Company presents a reasonable likelihood of having a
Material Adverse Effect or (ii) the commencement of any litigation or proceeding
involving the Company or any of its Subsidiaries which in the reasonable
judgment of the Company presents a reasonable likelihood of having a Material
Adverse Effect, a written notice of such Responsible Officer describing in
reasonable detail such commencement of, or adverse development with respect to,
such litigation or proceeding;

                  (i) as soon as reasonably practicable, and in any event within
five Business Days after a responsible officer of a Borrower becomes aware of
the occurrence or existence of any of the events or conditions specified below,
and such event or condition has resulted in, or in the opinion of the principal
financial officer of the General Partner might reasonably be expected to result
in, a Material Adverse Effect: (i) the institution of any steps by a Borrower or
any other Person to terminate any Pension Plan sponsored or maintained by a
Borrower or any ERISA Affiliate of any Borrower, or (ii) the failure to make a
required contribution to any Pension Plan sponsored or maintained by a Borrower
if such failure is sufficient to give rise to a Lien under section 302(f) of
ERISA, or (iii) if any of the subsequently listed events have occurred with
respect to any Pension Plan sponsored or maintained by any Borrower or any ERISA
Affiliate of any Borrower: the occurrence of termination of the plan, failure to
make a required contribution to the plan, failure to satisfy the minimum funding
standard for a year, request for a waiver of the minimum funding standard for
any year, withdrawal from a multiple employer plan, adoption of an amendment
which results in a funded current liability percentage of less than 60 percent,
engaging in one or more prohibited transactions, failure to comply with
reporting and disclosure requirements or engaging in any breach of fiduciary
responsibility, notice thereof and copies of all documentation relating thereto;

                  (j) within 15 days after being approved by the governing body
of the Company, and in any event no later than the last day of each fiscal year
(if then available), an annual operating forecast for the next fiscal year;

                  (k) as soon as reasonably practicable, and in any event within
five Business Days after a Responsible Officer obtains knowledge of a violation
or alleged violation of Environmental Law or the presence or release of any
Hazardous Substance within, on, from, relating to or affecting any property,
which in the reasonable judgment of the Company presents a reasonable likelihood
of having a Material Adverse Effect, provide notice thereof, and upon request,
copies of relevant documentation, provided, however, no such notice is required
with respect to matters disclosed in Schedule 6.19 or matters with respect to
which notice has previously been provided pursuant to this Section 7.1(k); and


                                      -68-
<PAGE>   76
                  (l) with reasonable promptness, such other information and
data (financial or other) with respect to the Borrowers or any of their
Subsidiaries as from time to time may be reasonably requested by the Agent or
any Bank.

         7.2 Reserved.

         7.3 Adequate Reserves. The Company will, and will cause each of its
Restricted Subsidiaries to maintain, overall reserves on their respective books
and records in accordance with GAAP, which overall reserves shall be adequate in
the opinion of the management of the Company and each Restricted Subsidiary for
the purposes for which they were established.

         7.4 Partnership or Corporate Existence; Business; Compliance with Laws.
(a) Except as otherwise expressly permitted in accordance with Section 8.7 or
8.8, (i) the Company will at all times preserve and keep in full force and
effect its partnership existence and its status as a partnership not taxable as
a corporation, (ii) the Company will cause each of the Restricted Subsidiaries
to keep in full force and effect its partnership or corporate existence and
(iii) the Company will, and will cause each Restricted Subsidiary to, at all
times preserve and keep in full force and effect all of its material rights and
franchises; provided, however, that the partnership or corporate existence of
any Restricted Subsidiary, and any right or franchise of the Company or any
Restricted Subsidiary, may be terminated notwithstanding this Section 7.4 if, in
the good faith judgment of the Company, such termination (x) is in the best
interest of the Company and the Restricted Subsidiaries, (y) is not
disadvantageous to the Banks in any material respect and (z) would not have a
reasonable likelihood of having a Material Adverse Effect.

         (b) The Company will, and will cause each of its Subsidiaries to, at
all times comply with all laws, regulations and statutes (including without
limitation any zoning or building ordinances) applicable to it, except for
failures to so comply which, individually or in the aggregate, would not present
a reasonable likelihood of having a Material Adverse Effect.

         (c) The Company will not, and will not permit any Restricted Subsidiary
to, engage in any lines of business other than its current Business as defined
in this Agreement and other activities incidental or related to the Business.

         7.5 Payment of Taxes and Claims. The Company will, and will cause each
of its Subsidiaries to, pay all material Taxes, Other Taxes, assessments and
other governmental charges imposed upon it or any of its Subsidiaries, or any of
its or its Subsidiaries' properties or assets or in respect of any of its or any
of its Subsidiaries' franchises, business, income or profits when the same
becomes due and payable, and all claims (including without limitation claims for
labor, services, materials and supplies) for sums which have become due and
payable and which by law have or might become a Lien upon any of its or any of
its Subsidiaries' properties or assets, and promptly reimburse the Banks for any
such Taxes, Other Taxes, assessments, charges or claims paid by them; provided
that no such Tax, Other Tax, assessment, charge or claim need be paid or
reimbursed if it is being contested in good faith by appropriate proceedings
promptly initiated and diligently conducted and if such reserves or other
appropriate provision, if any, as shall be required by GAAP shall have been made
therefor and be adequate in the good faith judgment of the General Partner.


                                      -69-
<PAGE>   77
         7.6 Maintenance of Properties: Insurance. (a) The Company will maintain
or cause to be maintained in good repair, working order and condition all
properties used or useful in the business of the Company and the Restricted
Subsidiaries and from time to time will make or cause to be made all appropriate
repairs, renewals and replacements thereof. (b) The Company will maintain or
cause to be maintained, with Permitted Insurers to the extent available on
commercially reasonable terms from Permitted Insurers and otherwise with
financially sound and reputable insurers, insurance with respect to its
properties and business and the properties and business of the Restricted
Subsidiaries of the types and in the amounts specified in Sections 20 and 21 of
the Collateral Agency Agreement and the Collateral Agent shall be named as an
additional insured party on each insurance policy maintained pursuant to this
Section 7.6(b).

         7.7 License Agreements. The Company will perform and comply with all of
its obligations under each of the License Agreements to which it is a party,
will enforce each such License Agreement against each other party thereto and
will not accept the termination of any such License Agreement or any amendment
or supplement thereof or modification or waiver thereunder, unless any such
failure to perform, comply or enforce or any such acceptance would not,
individually or in the aggregate, present a reasonable likelihood of having a
Material Adverse Effect.

         7.8 Chief Executive Office. The Company will not move its chief
executive office and the office at which it maintains its records relating to
the transactions contemplated by this Agreement and the Loan Documents unless
not less than 45 days' prior written notice of its intention to do so clearly
describing the new location, shall have been given to the Collateral Agent and
each Bank.

         7.9 Subsidiary Guarantors. Promptly upon any Person becoming a
Restricted Subsidiary of the Company, the Company will cause such Restricted
Subsidiary to execute and deliver to the Collateral Agent such appropriate
documents to become (a) a guarantor under the Subsidiary Guarantee and an
assignor under the Subsidiary Security Agreement and (b) bound by the terms and
provisions of the Collateral Agency Agreement. If any Restricted Subsidiary then
or thereafter shall have any interests in real property, the Company will,
subject to and if required by the provisions of Section 7.10, cause such
Restricted Subsidiary to execute and deliver to the Collateral Agent a Mortgage
in substantially the form of Exhibit E with such changes, mutatis mutandis, so
as to make such instrument applicable to such Restricted Subsidiary and its
interests in real property, and cause the same to be recorded, published,
registered and filed as provided in Section 7.10.

         7.10 New Mortgages; Recordation. From and after the Original Closing
Date, the Company and its Restricted Subsidiaries, if applicable, will execute
and deliver a Mortgage covering each district location owned or hereafter
acquired by it and any other real property hereafter acquired by it which has an
individual value in excess of $100,000 or which has an aggregate value in excess
of $500,000 (in each case as determined in good faith by the General Partner)
and which is not already subject to the Lien of a Mortgage. The Company will
cause to be duly recorded, published, registered and filed all the documents set
forth in paragraph (b) of the definition of Security Documents (or documents or
instruments in respect thereof), in such manner and in such places as is
required by law to establish, and if applicable, perfect and preserve


                                      -70-
<PAGE>   78
the rights and security interests of the parties thereto and their respective
successors and assigns in the General Collateral. The Company will obtain and
deliver to the Agent an ALTA loan policy (10-17-92 form), or its equivalent in
any state, of title insurance for real property hereafter acquired by it which
has an individual value in excess of $1,000,000 (as determined in good faith by
the General Partner) showing the Lien of a Mortgage as a first priority Lien.
The Company will pay or cause to be paid all taxes, fees and other governmental
charges in connection with the execution, delivery, recording, publishing,
registration and filing of such documents or instruments in such places,
together with all expenses and premiums of the title companies in connection
with the issuance of any title policies or endorsements thereto.

         7.11 Further Assurances. At any time and from time to time promptly,
the Company shall, at its expense, execute and deliver to the Agent and each
Bank and to the Collateral Agent such further instruments and documents, and
take such further action, as the Agent or any Bank may from time to time
reasonably request, in order to further carry out the intent and purpose of this
Agreement and the other Loan Documents and to establish, perfect, preserve and
protect the rights, interests and remedies created, or intended to be created,
in favor of the Banks and the Collateral Agent hereunder and thereunder,
including without limitation the execution, delivery, recordation and filing of
financing statements and continuation statements under the Uniform Commercial
Code of any applicable jurisdiction, and the delivery of satisfactory opinions
of counsel as to the recording, registration or filing of the Security Documents
(or documents in respect thereof) and the legal, valid, binding and enforceable
nature thereof and the validity of the Liens created thereby on the General
Collateral.

         7.12 Covenant to Secure Notes Equally. The Company covenants that, if
it or any Restricted Subsidiary shall create or assume any Lien upon any of its
property or assets, whether now owned or hereafter acquired, other than Liens
permitted by the provisions of Section 8.3 (unless prior written consent to the
creation or assumption thereof shall have been obtained pursuant to Section
11.1) it will make or cause to be made effective provision whereby the Loans
will be secured by such Lien equally and ratably with any and all other
Indebtedness thereby secured so long as any such other Indebtedness shall be so
secured, it being understood that the provision of such equal and ratable
security shall not constitute a cure or waiver of any related Event of Default.

         7.13 Designations With Respect to Subsidiaries. (a) The Company may
designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an
Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted
Subsidiary, in each case subject to satisfaction of the following conditions:

                           (i) immediately before and after giving effect to
                  such designation, no Default or Event of Default shall exist
                  and be continuing; and

                           (ii) after giving effect to such designation, the
                  Company would be permitted to incur at least $1 of additional
                  Indebtedness in accordance with the provisions of clauses (i)
                  and (ii) of Section 8.1(f); and


                                      -71-
<PAGE>   79
                           (iii) in the case of a designation of a Restricted
                  Subsidiary or a newly acquired or formed Subsidiary as an
                  Unrestricted Subsidiary, the conditions set forth in
                  subdivision (ii)(A) of Section 8.8(c) (the "Sale Condition")
                  and Section 8.4(h) (the "Investment Condition") would be
                  satisfied, assuming for this purpose that such designation
                  (and all prior designations of Restricted Subsidiaries or
                  newly acquired or formed Subsidiaries as Unrestricted
                  Subsidiaries during the current fiscal year) constitutes a
                  sale by the Company of (in the case of the Sale Condition),
                  and an Investment by the Company in an amount equal to (in the
                  case of the Investment Condition), all the assets of the
                  Subsidiary so designated, in each case for an amount equal to
                  (x) the net book value of such assets in the case of a
                  Restricted Subsidiary and (y) the cost of acquisition or
                  formation in the case of a newly acquired or formed Subsidiary
                  (such amounts being herein referred to as "Designation
                  Amounts" and deemed to constitute Net Proceeds for the
                  purposes of the Sale Condition).

                  (b) A Subsidiary that has twice previously been designated an
Unrestricted Subsidiary may not thereafter be designated as a Restricted
Subsidiary.

                  (c) The Company shall deliver to the Agent and each Bank,
within 20 Business Days after any such designation, an Officer's Certificate
stating the effective date of such designation and stating that the foregoing
conditions contained in this Section 7.13 have been satisfied. Such certificate
shall be accompanied by a schedule setting forth in reasonable detail the
calculations demonstrating compliance with such conditions, where appropriate.

                  (d) All Investments, Indebtedness, Liens, Guaranty Obligations
and other obligations that an Unrestricted Subsidiary (the "Designee") has at
the time of being designated a Restricted Subsidiary hereunder shall be deemed
to have been acquired, made or incurred, as the case may be, at the time of such
designation and in anticipation of such Designee becoming a Subsidiary and of
acquiring its assets (except as otherwise specifically provided in Section
8.1(i) or (j) or Section 8.3(m)).

         7.14 Covenants of the General Partner and Petrolane. (a) Petrolane
covenants that it will engage only in the business and activities described in
Schedule 6.16, and each of the General Partner and Petrolane covenants that it
will not create any Liens on the general partnership interests in the Company or
the Public Partnership or dispose of any assets or properties covered by the
terms of any License Agreement and will maintain and keep in effect its
corporate existence and franchises.

                  (b) Each of the General Partner and Petrolane will deliver to
the Agent and each Bank (i) financial statements as to itself of the same
character described in, and at the times specified in, Sections 7.1(a) and
7.1(b) with respect to the Company ("the Company Financials"), in each case
certified and reported on in the same manner as the Company Financials (except
that the financial statements of Petrolane need not be audited), and (ii) with
reasonable promptness, such other information and data (financial or other) with
respect to the General Partner or Petrolane, as the case may be, as may from
time to time be reasonably requested by the Agent or any Bank.


                                      -72-
<PAGE>   80
                  (c) The General Partner will perform and comply with all of
its obligations under the Partnership Agreement and each of the License
Agreements to which it is a party, will enforce the Partnership Agreement and
each such License Agreement against each other party thereto and will not accept
the termination of the Partnership Agreement or any such License Agreement or
any amendment or supplement thereof or modification or waiver thereunder, unless
any such failure to perform, comply or enforce or any such acceptance would not,
individually or in the aggregate, present a reasonable likelihood of having a
Material Adverse Effect.

                  (d) Section 6.5 of the Partnership Agreement (the
"Incorporated Covenant") as in effect on the date hereof, together with all
related definitions, is hereby incorporated herein in the form included in the
Partnership Agreement on the Original Closing Date and without regard to any
subsequent amendments or waivers of the provisions of, or any termination of,
the Partnership Agreement. The General Partner agrees to fully perform and
comply with the Incorporated Covenant.

         7.15 Books and Records. The Company will, and will cause each of its
Restricted Subsidiaries to, keep books and records which accurately reflect all
of its business affairs and transactions and permit the Agent and each Bank or
any of their respective representatives, at reasonable times and intervals, to
visit all of its offices, to discuss its financial matters with its officers and
to examine (and, at the expense of the Company, photocopy extracts from) any of
its books or other Company records. Upon the occurrence and during the
continuance of any Default or Event of Default the Company hereby authorizes its
independent public accountant to discuss the Company's financial matters with
the Agent and each Bank or any of their respective representatives provided that
a representative of the Company is present. The Borrowers shall pay any fees of
such independent public accountant incurred in connection with the Agent's or
any Bank's exercise of its rights pursuant to this Section.

         7.16 Environmental Covenant. The Company will, and will cause each of
the Restricted Subsidiaries to:

                  (a) comply with all applicable Environmental Laws and any
permit, license, or approval required under any Environmental Law, except for
failures to so comply which would not present a reasonable likelihood of having
a Material Adverse Effect;

                  (b) store, use, release, or dispose of any Hazardous Substance
in compliance with Environmental Laws at any property owned or leased by the
Company or any of its Restricted Subsidiaries, except where such non-compliance
would not present a reasonable likelihood of having a Material Adverse Effect;

                  (c) avoid committing any act or omission which would cause any
Lien to be asserted against any property owned by the Company or any of its
Restricted Subsidiaries pursuant to any Environmental Law, except where such
Lien would not present a reasonable likelihood of having a Material Adverse
Effect;


                                      -73-
<PAGE>   81
                  (d) use, handle or store propane in compliance with
Environmental Laws, except where such non-compliance would not present a
reasonable likelihood of having a Material Adverse Effect;

                  (e) take all steps required by Environmental Law to cure any
violation thereof disclosed in Schedule 6.19; and

                  (f) provide such information and certificates which the Agent
or any Bank may reasonably request from time to time to evidence compliance with
this Section 7.16.

         7.17 Northwest LPG Supply, Ltd. The Company will designate Northwest
LPG Supply, Ltd. as an Unrestricted Subsidiary within 30 days after the
Restatement Effective Date in accordance with Section 7.13.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letters of Credit
shall remain outstanding, unless the Required Banks waive compliance in writing:

         8.1 Indebtedness. The Company will not, and will not permit any
Restricted Subsidiary to, create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to, any Indebtedness, except that:

                  (a) the Company may become and remain liable with respect to
the Indebtedness evidenced by the Mortgage Notes and Long Term Funded Debt
incurred in connection with any extension, renewal, refunding or refinancing of
Indebtedness evidenced by the Mortgage Notes, provided that the principal amount
of such Long Term Funded Debt shall not exceed the principal amount of such
Indebtedness evidenced by the Mortgage Notes, together with any accrued interest
and prepayment charges with respect thereto, being extended, renewed, refunded
or refinanced;

                  (b) the Company may become and remain liable with respect to
Indebtedness incurred by the Company (i) to finance the making of expenditures
for the improvement or repair (to the extent such improvements and repairs may
be capitalized on the books of the Company in accordance with GAAP) of or
additions (including additions by way of acquisitions or capital contributions
of businesses and related assets) to the General Collateral or (ii) by
assumption in connection with additions (including additions by way of
acquisitions or capital contributions of businesses and related assets) to the
General Collateral, including borrowings under the Acquisition Commitment, or to
extend, renew, refund or refinance any such Indebtedness, provided that the
aggregate principal amount of Indebtedness (including, without limitation,
Acquisition Loans) incurred under this Section 8.1(b) and outstanding at any
time shall not exceed the sum of (1) $75,000,000 plus (2) an amount equal to the
aggregate net cash proceeds received by the Company from time to time as a
capital contribution or as consideration for the issuance by


                                      -74-
<PAGE>   82
the Company of additional partnership interests, in each case for the sole
purpose of financing such expenditures;

                  (c) subject to Section 8.4(c) any Restricted Subsidiary may
become and remain liable with respect to Indebtedness of such Restricted
Subsidiary owing to the Company or to a Wholly-Owned Restricted Subsidiary, and
the Company may become and remain liable with respect to Indebtedness owing to a
Wholly-Owned Restricted Subsidiary provided it is subordinated to the Loans and
the Parity Debt at least to the extent provided in the subordination provisions
in form satisfactory to the Banks;

                  (d) the Company may become and remain liable with respect to
unsecured Indebtedness of the Company owing to the General Partner or an
Affiliate of the General Partner, provided that (i) the aggregate principal
amount of such Indebtedness outstanding at any time shall not be in excess of
$50,000,000 and (ii) such Indebtedness is created and is outstanding under an
agreement or instrument pursuant to which such Indebtedness is subordinated to
the Loans and the Parity Debt at least to the extent provided in the
subordination provisions in form satisfactory to the Banks;

                  (e) the Company may become and remain liable with respect to
Indebtedness incurred for any purpose permitted by the Revolving Commitment
(including outstanding Loans under the Revolving Commitment and Swingline
Loans), and any Indebtedness incurred for any such permitted purpose which
replaces, extends, renews, refunds or refinances any such Indebtedness, in whole
or in part, in an aggregate principal amount outstanding at any time not in
excess of $100,000,000;

                  (f) the Company may become and remain liable with respect to
Indebtedness, in addition to that otherwise permitted by the foregoing
subdivisions of this Section 8.1, if on the date the Company becomes liable with
respect to any such additional Indebtedness and immediately after giving effect
thereto and to the substantially concurrent repayment of any other Indebtedness
(i) the ratio of Consolidated Cash Flow to Consolidated Pro Forma Debt Service
is equal to or greater than 2.50 to 1.0, (ii) the ratio of Consolidated Cash
Flow to Average Consolidated Pro Forma Debt Service is equal to or greater than
1.25 to 1.0 and (iii) if such Indebtedness is incurred other than for the
purposes described in clause (A) below, the Company would not be permitted to
incur any additional Indebtedness pursuant to Section 8.1(e) under the Revolving
Commitment or any extension, renewal, refunding, replacement or refinancing
thereof; provided that if such Indebtedness (A) is incurred by the Company (x)
to finance the making of expenditures for the improvement or repair of (to the
extent such improvements and repairs may be capitalized on the books of the
Company in accordance with GAAP) or additions (including additions by way of
acquisitions of businesses and related assets) to the General Collateral, or (y)
by assumption in connection with additions (including additions by way of
acquisitions or capital contributions of businesses and related assets) to the
General Collateral and (B) is to be secured under the Security Documents as
provided in Section 8.3(m), then the Company may become liable with respect to
any such additional Indebtedness only if the Company would not be permitted to
incur any additional Indebtedness under Section 8.1(b);


                                      -75-
<PAGE>   83
                  (g) the Company and its Restricted Subsidiaries may become and
remain liable with respect to the Indebtedness described on Schedule 6.7;

                  (h) the Company may become and remain liable with respect to
obligations under Interest Rate Agreements entered into to hedge interest rate
risk;

                  (i) any Person that after the Restatement Effective Date
becomes a Restricted Subsidiary may become and remain liable with respect to any
Indebtedness to the extent such Indebtedness existed at the time such Person
became a Subsidiary (and was not incurred in anticipation of such Person
becoming a Subsidiary); provided that immediately after giving effect to such
Person becoming a Restricted Subsidiary, the Company could incur at least $1 of
additional Indebtedness in compliance with clauses (i) and (ii) of Section
8.1(f);

                  (j) the Company and any Restricted Subsidiary may become and
remain liable with respect to Indebtedness relating to any business acquired by
or contributed to the Company or such Restricted Subsidiary or which is secured
by a Lien on any property or assets acquired by or contributed to the Company or
such Restricted Subsidiary to the extent such Indebtedness existed at the time
such business or property or assets were so acquired or contributed (and was not
incurred in anticipation thereof) and if such Indebtedness is secured by such
property or assets, such security interest does not extend to or cover any other
property of the Company or any of the Restricted Subsidiaries, provided that
immediately after giving effect to such acquisition or contribution, the Company
could incur at least $1 of additional Indebtedness in compliance with clauses
(i) and (ii) of Section 8.1(f) ; and

                  (k) Capitalized Lease Liabilities not in excess of $10,000,000
at any time outstanding.

         8.2 Minimum Interest Coverage. The Company will not permit the ratio of
EBITDA to Consolidated Interest Expense as at any fiscal quarter end for the
four fiscal quarters then ending to be less than 2.25 to 1.0.

         8.3 Liens, etc. The Company will not, and will not permit any
Restricted Subsidiary to, directly or indirectly create, incur, assume or permit
to exist any Lien on or with respect to any property or asset (including any
document or instrument in respect of goods or accounts receivable) of the
Company or any Restricted Subsidiary, whether now owned or hereafter acquired,
or any income or profits therefrom (whether or not provision is made for the
equal and ratable securing of the Obligations in accordance with the provisions
of Section 7.12), except:

                  (a) Liens for taxes, assessments or other governmental charges
the payment of which is not yet due and payable or which is being contested in
compliance with Section 7.5 and Section 1.18 of the Mortgages;

                  (b) Liens of lessors, landlords and carriers, vendors,
warehousemen, mechanics, materialmen, repairmen and other like Liens incurred in
the ordinary course of business for sums not yet due or the payment of which is
being contested in compliance with Section 7.5 and Section 1.18 of the
Mortgages, in each case (i) not incurred or made in


                                      -76-
<PAGE>   84
connection with the borrowing of money, the obtaining of advances or credit or
the payment of the deferred purchase price of property or (ii) incurred in the
ordinary course of business securing the unpaid purchase price of property or
services constituting current accounts payable; and precautionary Liens in favor
of lessors under capital leases and leases of equipment in the ordinary course
of business;

                  (c) Liens (other than any Lien imposed by ERISA) incurred or
deposits made in the ordinary course of business (i) in connection with workers'
compensation, unemployment insurance and other types of social security, or (ii)
to secure (or to obtain letters of credit that secure) the performance of
tenders, statutory obligations, surety and appeal bonds, bids, leases,
performance bonds, purchase, construction or sales contracts and other similar
obligations, in each case not incurred or made in connection with the borrowing
of money;

                  (d) other deposits made to secure liability to insurance
carriers under insurance or self-insurance arrangements;

                  (e) Liens securing reimbursement obligations under letters of
credit, provided in each case that such Liens cover only the title documents and
related goods (and any proceeds thereof) covered by the related letter of
credit;

                  (f) any attachment or judgment Lien, unless the judgment it
secures shall not, within 60 days after the entry thereof, have been discharged
or execution thereof stayed pending appeal or review, or shall not have been
discharged within 60 days after expiration of any such stay;

                  (g) leases or subleases granted to others, easements,
rights-of-way, restrictions and other similar charges or encumbrances, which, in
each case either (i) are granted, entered into or created in the ordinary course
of the business of the Company or any Restricted Subsidiary or (ii) do not,
individually or in the aggregate, present a reasonable likelihood of having a
Material Adverse Effect;

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

                  (i) [Intentionally omitted];

                  (j) Liens created by any of the Security Documents securing
Indebtedness evidenced by the Mortgage Notes (or any extension, renewal,
refunding, replacement or refinancing of any such Indebtedness) in accordance
with Section 8.1(a);

                  (k) Liens created by any of the Security Documents securing
the Indebtedness incurred under the Acquisition Commitment (or any extension,
renewal, refunding, replacement-or refinancing of any such Indebtedness) in
accordance with Section 8.1(c);


                                      -77-
<PAGE>   85
                  (l) Liens created by any of the Security Documents securing
the Indebtedness, or Letters of Credit, incurred under the Revolving Commitment
(or any extension, renewal, refunding, replacement or refinancing of any such
Indebtedness) in accordance with Section 8.1(e);

                  (m) Liens (other than the Liens referred to in clauses (k) and
(l) above) securing Indebtedness incurred in accordance with Section 8.1(b) or
8.1(e) or, to the extent incurred (i) to finance the making of expenditures for
the improvement or repair (to the extent such improvements and repairs may be
capitalized on the books of the Company and the Restricted Subsidiaries in
accordance with GAAP) of or additions (including additions by way of
acquisitions of businesses or capital contributions of businesses and related
assets) to the General Collateral, or (ii) by assumption in connection with
additions (including additions by way of acquisitions or capital contributions
of businesses and related assets) to the General Collateral, in accordance with
Section 8.1(f), provided that (1) such Liens are effected through an amendment
to the Security Documents to the extent necessary to provide the holders of such
Indebtedness equal and ratable security in the property and assets subject to
the Security Documents with the Banks and holders of the other Indebtedness
secured under the Security Documents, (2) in the case of Indebtedness incurred
in accordance with Section 8.1(b) or Section 8.1(f) to finance the making of
additions to the General Collateral, the Company has delivered to the Collateral
Agent an Officers' Certificate demonstrating that the principal amount of such
Indebtedness does not exceed the lesser of the cost to the Company and the
Restricted Subsidiaries of such additional property or assets and the fair
market value of such additional property or assets at the time of the
acquisition thereof (as determined in good faith by the General Partner), and
(3) the Company has delivered to the Collateral Agent an opinion of counsel
reasonably satisfactory to the Collateral Agent to the effect that the Lien of
the Security Documents has attached and is perfected with respect to such
additional property and assets;

                  (n) Liens existing on any property of any Person at the time
it becomes a Subsidiary of the Company, or existing at the time of acquisition
upon any property acquired by the Company or any such Subsidiary through
purchase, merger or consolidation or otherwise, whether or not assumed by the
Company or such Subsidiary, or created to secure Indebtedness incurred under
Section 8.1(f) to pay all or any part of the purchase price (a "Purchase Money
Lien") of property (including without limitation Capital Stock and other
securities) acquired by the Company or a Restricted Subsidiary, provided that
(i) any such Lien shall be confined solely to such item or items of property
and, if required by the terms of the instrument originally creating such Lien,
other property which is an improvement to or is acquired for use specifically in
connection with such acquired property, (ii) such item or items of property so
acquired are not required to become part of the General Collateral under the
terms of the Security Documents, (iii) in the case of a Purchase Money Lien, the
principal amount of the Indebtedness secured by such Purchase Money Lien shall
at no time exceed an amount equal to the lesser of (A) the cost to the Company
and the Restricted Subsidiaries of such property and (B) the fair market value
of such property at the time of the acquisition thereof (as determined in good
faith by the General Partner), (iv) any such Purchase Money Lien shall be
created not later than 30 days after the acquisition of such property and (v)
any such Lien (other than a Purchase Money Lien) shall not


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have been created or assumed in contemplation of such Person's becoming a
Subsidiary of the Company or such acquisition of property by the Company or any
Subsidiary;

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

                  (p) Liens arising from or constituting Permitted Encumbrances
as defined under the Security Documents; and

                  (q) any Lien renewing or extending any Lien permitted by
subdivision (h), (i), (j), (k), (l), (m) or (n) of this Section 8.3, provided
that (i) the principal amount of the Indebtedness secured by any such Lien shall
not exceed the principal amount of such Indebtedness outstanding immediately
prior to the renewal or extension of such Lien (together with, in the case of
Indebtedness permitted by Section 8.1(a), any accrued interest thereon and
prepayment charges with respect thereto), and (ii) no assets encumbered by any
such Lien other than the assets encumbered immediately prior to such renewal or
extension shall be encumbered thereby.

         8.4 Investments, Contingent Obligations, etc. The Company will not, and
will not permit any Restricted Subsidiary to, directly or indirectly (i) make or
own any Investment in any Person (including an Investment in a Subsidiary of the
Company), (ii) create or become liable with respect to any Contingent Obligation
with respect to any Indebtedness of a Control Affiliate, or (iii) create or
become liable with respect to any Contingent Obligation (provided, however, that
nothing contained in this Section 8.4, except clause (ii) above, is intended to
limit the making of any Contingent Obligation which would be permitted as
Indebtedness under Section 8.1), except:

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

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

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

                           (iii) commercial paper maturing no more than 270 days
         from the date of creation thereof and having as at the date of
         acquisition thereof one of the two highest ratings obtainable from
         either Standard & Poor's Rating Group or Moody's Investors Service,
         Inc.,


                                      -79-
<PAGE>   87
                           (iv) certificates of deposit maturing one year or
         less from the date of acquisition thereof issued by commercial banks
         incorporated under the laws of the United States of America or any
         state thereof or the District of Columbia or Canada, (A) the commercial
         paper or other short term unsecured debt obligations of which are as at
         such date rated either A-2 or better (or comparably if the rating
         system is changed) by Standard & Poor's Rating Group or Prime-2 or
         better (or comparably if the rating system is changed) by Moody's
         Investors Service, Inc. or (B) the long-term debt obligations of which
         are as at such date rated either A or better (or comparably if the
         rating system is changed) by either Standard & Poor's Rating Group or
         A-2 or better or comparably if the rating system is changed by Moody's
         Investors Service, Inc. ("Permitted Banks"),

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

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

                           (vii) obligations of the type described in clause
         (i), (ii), (iii), (iv) or (v) above purchased from a securities dealer
         designated as a "primary dealer" by the Federal Reserve Bank of New
         York or from a Permitted Bank as counterparty to a written repurchase
         agreement obligating such counterparty to repurchase such obligations
         not later than 14 days after the purchase thereof and which provides
         that the obligations which are the subject thereof are held for the
         benefit of the Company or a Restricted Subsidiary by a custodian which
         is a Permitted Bank and which is not a counterparty to the repurchase
         agreement in question;

                  (b) the Company or any Restricted Subsidiary may acquire
Capital Stock or other ownership interests, whether in a single transaction or a
series of related transactions, of a Person (i) located in the United States or
Canada, (ii) incorporated or otherwise formed pursuant to the laws of the United
States or Canada or any state or province thereof or the District of Columbia
and (iii) engaged in substantially the same business as the Company such that,
upon the completion of such transaction or series of transactions, such Person
becomes a Restricted Subsidiary;

                  (c) subject to the provisions of subdivision (h) below, the
Company or any Restricted Subsidiary may make and own Investments (in addition
to Investments permitted by subdivisions (a), (b), (d), (e), (f) and (g) of this
Section 8.4 in any Person incorporated or otherwise formed pursuant to the laws
of the United States or Canada or any state or province thereof or the District
of Columbia which is engaged in the United States or Canada in substantially the
same business as the Company; provided that (i) the aggregate amount of all such
Investments made by the Company and its Restricted Subsidiaries following the
Original Closing Date (including without limitation the transactions
contemplated by this Agreement) and outstanding pursuant to this subdivision (c)
and subdivision (h) below shall not at any date of determination exceed 10% of
Total Assets (the "Investment Limit"), provided that, in addition to Investments
that would be permitted under the Investment Limit, during any fiscal year the


                                      -80-
<PAGE>   88
Company and its Restricted Subsidiaries may invest up to $25,000,000 (the
"Annual Limit") pursuant to the provisions of this subdivision (c), but the
unused amount of the Annual Limit shall not be carried over to any future years,
(ii) such Investments shall become part of the General Collateral and shall be
subjected to the Lien of the Security Documents and (iii) such Investments shall
not be made in Capital Stock or Indebtedness of the Public Partnership or any of
its Subsidiaries (other than the Company and the Restricted Subsidiaries);

                  (d) the Company or any Restricted Subsidiary may make and own
Investments (x) arising out of loans and advances to employees incurred in the
ordinary course of business not in excess of $1,000,000 at any time outstanding,
(y) arising out of extensions of trade credit or advances to third parties in
the ordinary course of business and (z) acquired by reason of the exercise of
customary creditors' rights upon default or pursuant to the bankruptcy,
insolvency or reorganization of a debtor;

                  (e) the Company and any Restricted Subsidiary may create or
become liable with respect to any Contingent Obligation constituting an
obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person,
which is undertaken or made in the ordinary course of business;

                  (f) the Company may create and become liable with respect to
any Interest Rate Agreements;

                  (g) any Restricted Subsidiary may make Investments in the
Company; and

                  (h) the Company or any Restricted Subsidiary may make or own
Investments in Unrestricted Subsidiaries, provided that the Net Amount of
Unrestricted Investment shall not at any time exceed $5,000,000 (and subject to
the limitations specified in subdivision (c) above).

                  The foregoing notwithstanding, the Company may have
outstanding undrawn letters of credit (including Letters of Credit) not in
excess of $35,000,000.

         8.5 Restricted Payments. The Company will not directly or indirectly
declare, order, pay, make or set apart any sum for any Restricted Payment,
except that the Company may declare or order, and make, pay or set apart, once
during each calendar quarter a Restricted Payment if (a) such Restricted Payment
is in an amount not exceeding Available Cash for the immediately preceding
calendar quarter, and (b) immediately after giving effect to any such proposed
action no Event of Default (or Default under Sections 9.1(a), (f) or (g)) shall
exist and be continuing. The Company will comply with, and accrue on its books,
the reserve provisions required under the definition of Available Cash. The
Company will not, in any event, directly or indirectly declare, order, pay or
make any Restricted Payment except in cash. The Company will not permit any
Restricted Subsidiary to declare, order, pay or make any Restricted Payment or
to set apart any sum or property for any such purpose (it being understood that
nothing in this Section 8.5 shall prohibit any such Restricted Subsidiary from
declaring, ordering, paying, making, or setting apart any sum or property for,
any payment or other distribution or dividend to (i) the Company or any
Wholly-Owned Restricted Subsidiary and (ii) so long as no Default or Event of
Default shall occur and be continuing, all holders of Capital Stock of such
Restricted Subsidiary on a pro rata


                                      -81-
<PAGE>   89
basis) (with any such distribution or dividend to a Control Affiliate being
subject to the limitation of the first sentence of this Section 8.5).

         8.6 Transactions with Affiliates. The Company will not, and will not
permit any Restricted Subsidiary to, directly or indirectly, engage in any
transaction with any Affiliate, including without limitation the purchase,
transfer, disposition, sale, lease or exchange of assets or the rendering of any
service, unless (1)(a) such transaction or series of related transactions is on
fair and reasonable terms that are no less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those which would be obtained in
an arm's-length transaction at the time such transaction is agreed upon between
Persons which are not Affiliates, and (b) with respect to a transaction or
series of transactions involving aggregate payments or value equal to or greater
than $15 million, the Company shall have delivered an Officers' Certificate to
the Agent certifying that such transaction or series of transactions complies
with the preceding clause (a) and that such transaction or series of
transactions has been approved by a majority of the Board of Directors of the
General Partner (including a majority of the Disinterested Directors), or (2)
such transaction or series of related transactions is between the Company and
any Wholly-Owned Restricted Subsidiary or between two Wholly-Owned Restricted
Subsidiaries, provided, however, that this Section 8.6 will not restrict the
Company, any Restricted Subsidiary or the General Partner from entering into (i)
any employment agreement, stock option agreement, restricted stock agreement or
other similar agreement or arrangement in the ordinary course of business, (ii)
transactions permitted by Section 8.5 and (iii) transactions in the ordinary
course of business in connection with reinsuring the self-insurance programs or
other similar forms of retained insurable risks of the retail propane business
operated by the Company, its Subsidiaries and its Affiliates.

         8.7 Subsidiary Stock and Indebtedness. The Company will not:

                  (a) directly or indirectly sell, assign, pledge or otherwise
dispose of any Indebtedness of or any shares of stock or similar interests of
(or warrants, rights or options to acquire stock or similar interests of) any
Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;

                  (b) permit any Restricted Subsidiary directly or indirectly to
sell, assign, pledge or otherwise dispose of any Indebtedness of the Company or
any other Restricted Subsidiary, or any shares of stock or similar interests of
(or warrants, rights or options to acquire stock or similar interests of) any
other Restricted Subsidiary, except to the Company or a Wholly-Owned Restricted
Subsidiary;

                  (c) permit any Restricted Subsidiary to have outstanding any
shares of stock or similar interests which are preferred over any other shares
of stock or similar interests in such Restricted Subsidiary owned by the Company
or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or
similar interests are owned by the Company or a Wholly-Owned Restricted
Subsidiary; or

                  (d) permit any Restricted Subsidiary directly or indirectly to
issue or sell (including without limitation in connection with a merger or
consolidation of such Subsidiary otherwise permitted by Section 8.8(a)) any
shares of its stock or similar interests (or warrants,


                                      -82-
<PAGE>   90
rights or options to acquire its stock or similar interests) except to the
Company or a Wholly-Owned Restricted Subsidiary;

provided that, (i) any Restricted Subsidiary may sell, assign or otherwise
dispose of Indebtedness of the Company if, assuming such Indebtedness were
incurred immediately after such sale, assignment or disposition, such
Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c))
(in which case such Indebtedness need not be subject to the subordination
provisions required by Section 8.1(c)) and (ii) subject to compliance with
Section 8.8(c), all Indebtedness and shares of stock or partnership interests of
any Restricted Subsidiary owned by the Company or any other Restricted
Subsidiary may be simultaneously sold as an entirety for an aggregate
consideration at least equal to the fair value thereof (as determined in good
faith by the General Partner) at the time of such sale if (x) such Restricted
Subsidiary does not at the time own (A) any Indebtedness of the Company or any
other Restricted Subsidiary (other than Indebtedness which, if incurred
immediately after such transaction, would be permitted under Section 8.1, other
than Section 8.1(c)) (in which case such Indebtedness need not be subject to the
subordination provisions required by Section 8.1(c)) or (B) any stock or other
interest in any other Restricted Subsidiary which is not also being
simultaneously sold as an entirety in compliance with this proviso or Section
8.8(b)(ii) and (y) at the time of such transaction and immediately after giving
effect thereto, the Company could incur at least $1 of additional Indebtedness
in compliance with clauses (i) and (ii) of Section 8.1(f).

         8.8 Consolidation, Merger, Sale of Assets, etc. The Company will not,
and will not permit any Restricted Subsidiary to, directly or indirectly,

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

                           (i) any Restricted Subsidiary may consolidate with or
         merge into the Company or a Wholly-Owned Restricted Subsidiary if the
         Company or a Wholly-Owned Restricted Subsidiary, as the case may be,
         shall be the surviving Person and if, immediately after giving effect
         to such transaction, no Default or Event of Default shall exist and be
         continuing; and

                           (ii) any entity (other than a Restricted Subsidiary)
         may consolidate with or merge into the Company or a Wholly-Owned
         Restricted Subsidiary if the Company or a Wholly-Owned Restricted
         Subsidiary, as the case may be, shall be the surviving Person and if,
         immediately after giving effect to such transaction, (x) the Company
         (1) shall not have a Consolidated Net Worth, determined in accordance
         with GAAP applied on a basis consistent with the consolidated financial
         statements of the Company most recently delivered pursuant to Section
         7.1 (b), of less than the Consolidated Net Worth of the Company
         immediately prior to the effectiveness of such transaction,
         satisfaction of this requirement to be set forth in reasonable detail
         in an Officers' Certificate delivered to the Agent at the time of such
         transaction, (2) shall not be liable with respect to any Indebtedness
         or allow its property to be subject to any Lien which it could not
         become liable with respect to or allow its property to become subject
         to under this Agreement (including without limitation under Section 8.1
         or 8.3) on the date of such transaction, and


                                      -83-
<PAGE>   91
         (3) could incur at least $1 of additional Indebtedness in compliance
         with clauses (i) and (ii) of Section 8.1(f), (y) substantially all of
         the assets of the Company and its Restricted Subsidiaries shall be
         located and substantially all of their business shall be conducted
         within the United States and Canada and (z) no Default or Event of
         Default shall exist and be continuing; and

                           (iii) subject to compliance with Section 11.1, the
         Company may consolidate with or merge into any other entity if (w) the
         surviving entity is a corporation or limited partnership organized and
         existing under the laws of the United States of America or any state
         thereof or the District of Columbia or Canada, with substantially all
         of its properties located and its business conducted (without giving
         effect to the properties owned by, and the business conducted by,
         Unrestricted Subsidiaries) within the United States and Canada, (x)
         such corporation or limited partnership expressly and unconditionally
         assumes the obligations of the Company under this Agreement, and the
         other Loan Documents and License Agreements to which the Company is a
         party, and delivers to the Agent an opinion of counsel reasonably
         satisfactory to the Required Banks with respect to the due
         authorization and execution of the related agreement of assumption and
         the enforceability of such agreement against such corporation or
         partnership and the continued effectiveness and priority of the Liens
         of the Security Documents, (y) immediately after giving effect to such
         transaction, such corporation or limited partnership (1) shall not have
         (without giving effect to Unrestricted Subsidiaries) a Consolidated Net
         Worth, determined in accordance with GAAP applied on a basis consistent
         with the consolidated financial statements of the Company most recently
         delivered pursuant to Section 7.1(b), of less than the Consolidated Net
         Worth of the Company immediately prior to the effectiveness of such
         transaction, satisfaction of this requirement to be set forth in
         reasonable detail in an Officers' Certificate delivered to the Agent at
         the time of such transaction, (2) shall not be liable with respect to
         any Indebtedness or allow its property to be subject to any Lien which
         it could not become liable with respect to or allow its property to
         become subject to under this Agreement (including without limitation
         under Section 8.1 or 8.3) on the date of such transaction and (3) could
         incur at least $1 of additional Indebtedness in compliance with clauses
         (i) and (ii) of Section 8.1(f), and (z) immediately after giving effect
         to such transaction no Default or Event of Default shall exist and be
         continuing; or

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

                           (i) any Restricted Subsidiary may sell, lease or
         otherwise dispose of all or substantially all its assets to the Company
         or to a Wholly-Owned Restricted Subsidiary; and

                           (ii) subject to compliance with clause (c) of this
         Section 8.8, any Restricted Subsidiary may sell, lease or otherwise
         dispose of all or substantially all its assets as an entirety for an
         aggregate consideration at least equal to the fair value thereof (as
         determined in good faith by the General Partner) at the time of such
         sale if (x) the assets being sold, leased or otherwise disposed of do
         not include (A) any Indebtedness of


                                      -84-
<PAGE>   92
         the Company or any other Restricted Subsidiary (other than Indebtedness
         which, if incurred immediately after such transaction, would be
         permitted under Section 8.1 (other than Section 8.1(c) so long as such
         Indebtedness is held by a Person other than the Company or a Restricted
         Subsidiary), in which case such Indebtedness need not be subject to the
         subordination provisions required by Section 8.1(c) or (B) any stock of
         or other equity interest in any other Restricted Subsidiary which is
         not also being simultaneously sold as an entirety in compliance with
         this subdivision (b)(ii) or the proviso of Section 8.7 and (y) at the
         time of such transaction and immediately after giving effect thereto,
         the Company could incur at least $1 of additional Indebtedness in
         compliance with clauses (i) and (ii) of Section 8.1(f); and

                           (iii) the Company may sell, lease or otherwise
         dispose of all or substantially all its assets to any corporation or
         limited partnership into which the Company could be consolidated or
         merged in compliance with subdivision (a)(iii) of this Section 8.8,
         provided that each of the conditions set forth in such subdivision
         (a)(iii) shall have been fulfilled; or

                  (c) (1) sell, lease, convey, abandon or otherwise dispose of
any of its assets (except in a transaction permitted by subdivision (a)(i),
(a)(iii), (b)(i) or (b)(iii) of this Section 8.8 or sales of inventory in the
ordinary course of business consistent with past practice), including by way of
a Sale and Lease-Back Transaction, or (2) issue or sell Capital Stock of the
Company or any Subsidiary (other than to the Company or a Wholly-Owned
Restricted Subsidiary), in the case of either clause (1) or (2) above, whether
in a single transaction or a series of related transactions (each of the
foregoing non-excepted transactions, an "Asset Sale"), unless:

                           (i) immediately after giving effect to such proposed
         disposition, no Default or Event of Default shall exist and be
         continuing; and

                           (ii) one of the following two conditions shall be
         satisfied:

                                    (A) the aggregate Net Proceeds of all assets
                           so disposed of (whether or not leased back) by the
                           Company and its Restricted Subsidiaries during the
                           current fiscal year (including (x) amounts deemed to
                           be proceeds in connection with designations of
                           Restricted Subsidiaries as Unrestricted Subsidiaries
                           during such fiscal year under Section 7.13, (y) Net
                           Proceeds of dispositions of shares pursuant to
                           Section 8.7 or sales of assets pursuant to Section
                           8.8(b)), less the amount of all Net Proceeds of prior
                           dispositions of assets during such fiscal year
                           previously applied in accordance with subdivision
                           (ii)(B) of this Section 8.8(c), shall not exceed
                           $10,000,000 during such fiscal year; or

                                    (B) in the event that such Net Proceeds
                           (less the amount thereof previously applied in
                           accordance with this subdivision (ii)(B) during the
                           current fiscal year exceed $10,000,000 (such excess
                           Net Proceeds actually realized being herein called
                           "Excess Sale Proceeds"), the Company shall within 360
                           days of the date of the disposal of the assets giving
                           rise to such proceeds, cause an amount equal to such
                           Excess Sale Proceeds to be applied (with the
                           designation of an


                                      -85-
<PAGE>   93
                           Unrestricted Subsidiary as a Restricted Subsidiary
                           being deemed to be such an application to the extent
                           of the fair value of such Restricted Subsidiary as
                           determined in good faith by the General Partner) (x)
                           to the acquisition of assets in replacement of the
                           assets so disposed of or of assets which may be
                           productively used in the United States or Canada in
                           the conduct of the Business (and such newly acquired
                           assets shall become part of the General Collateral
                           and shall be subjected to the Lien of the Security
                           Documents), or (y) to the extent not applied pursuant
                           to the immediately preceding clause (x), to the
                           prepayment of the Obligations and Parity Debt, if
                           any, pursuant to Section 2.7(a) hereof, all as
                           provided in Section 4(c) of the Collateral Agency
                           Agreement and such Section 2.7(a); and

                           (iii) (A) the consideration received for such assets
         is at least equal to their aggregate fair market value (as determined
         in good faith by the Board of Directors of the General Partner) at the
         time of such disposition and that such consideration has been applied
         or is being held for application in accordance with the terms of this
         Agreement and (B) at least 80% of the consideration therefor received
         is in the form of cash; provided, however, that the amount of (1) any
         liabilities (as shown on the Company's or such Restricted Subsidiary's
         most recent balance sheet or in the notes thereto) of the Company or
         any Restricted Subsidiary (other than liabilities that are by their
         terms subordinated in right of payment to the Loans) that are assumed
         by the transferee of any such assets and (2) any notes or other
         obligations received by the Company or any such Restricted Subsidiary
         from such transferee that are immediately converted by the Company or
         such Restricted Subsidiary into cash (to the extent of the cash
         received), shall be deemed to be cash for purposes of this clause (B);
         and provided further, that the 80% limitation referred to in this
         clause (B) shall not apply to any Asset Sale in which the cash portion
         of the consideration received therefrom, determined in accordance with
         the foregoing proviso, is equal to or greater than what the after-tax
         proceeds would have been had such Asset Sale complied with the
         aforementioned 80% limitation.

Notwithstanding the foregoing, Asset Sales shall not be deemed to include (1)
any transfer of assets or issuance or sale of Capital Stock by the Company or
any Restricted Subsidiary to the Company or a Wholly-Owned Restricted
Subsidiary, (2) any transfer of assets or issuance or sale of Capital Stock by
the Company or any Restricted Subsidiary to any Person in exchange for other
assets used in a line of business permitted under Section 7.4(c) and having a
fair market value (as determined in good faith by the General Partner) not less
than that of the assets so transferred or Capital Stock so issued or sold (so
long as such assets shall become part of the General Collateral and shall be
subjected to the Lien of the Security Documents) and (3) any transfer of assets
pursuant to an Investment permitted by Section 8.4.

         8.9 Use of Proceeds. (a) The Borrowers will not, and will not suffer or
permit any Subsidiary to, use any portion of the Loan proceeds or any Letter of
Credit, directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to
repay or otherwise refinance Indebtedness of the Company or others incurred to
purchase or carry Margin Stock, (iii) to extend credit for the


                                      -86-
<PAGE>   94
purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act.

                  (b) The Borrowers will not, directly or indirectly, use any
portion of the Loan proceeds or any Letter of Credit (i) knowingly to purchase
Ineligible Securities from the Arranger during any period in which the Arranger
makes a market in such Ineligible Securities, (ii) knowingly to purchase during
the underwriting or placement period Ineligible Securities being underwritten or
privately placed by the Arranger, or (iii) to make payments of principal or
interest on Ineligible Securities underwritten or privately placed by the
Arranger and issued by or for the benefit of the Company or any Affiliate of the
Company. The Arranger is a registered broker-dealer and permitted to underwrite
and deal in certain Ineligible Securities; and "Ineligible Securities" means
securities which may not be underwritten or dealt in by member banks of the
Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C.
Section 24, Seventh), as amended.

                  (c) The proceeds of the Revolving Loans will be used for
working capital purposes and general purposes of the Company and its Restricted
Subsidiaries.

                  (d) The proceeds of the Acquisition Loans will be used for the
acquisition by the Company of companies or assets in businesses similar to the
Business, and may be used, without limitation, for the payment of related fees
and expended and the retirement, repayment or refinancing of any Indebtedness
incurred as part of such acquisition, including any Indebtedness assumed by the
Company in connection with an addition of assets by way of capital contribution.

                  (e) The proceeds of the Swingline Loans will be used for
working capital purposes and general purposes of the Company and its Restricted
Subsidiaries.

         8.10 Change in Business. The Company will not, and will not suffer or
permit any Restricted Subsidiary to, engage in any material line of business
substantially different from the Business.

         8.11 Accounting Changes. The Company will not, and will not suffer or
permit any Restricted Subsidiary to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP, or change the
fiscal year of the Company or of any Subsidiary.

         8.12 Clean Down. The Borrowers will not permit the outstanding
Revolving Loans to exceed $30,000,000 for a period of 30 consecutive days during
each fiscal year.

         8.13 Receivables. The Company will not, and will not permit any
Restricted Subsidiary to, discount, pledge or sell (with or without recourse)
any of its accounts or notes receivable, except for sales of receivables (i)
made in the ordinary course of business with a face amount not to exceed
$500,000 in the aggregate which have been sold and remain unpaid by the account
debtors, (ii) without recourse which are seriously past due and which have been
substantially written off as uncollectible or collectible only after extended
delays, (iii) from a Restricted


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<PAGE>   95
Subsidiary to the Company or (iv) made in connection with the sale of a business
but only with respect to the receivables directly generated by the business so
sold.

         8.14 Leverage Ratio. The Company will not permit the Leverage Ratio at
any time to exceed 5.25 to 1.00. For purposes of this Section 8.14, the Company
may elect whether to calculate EBITDA (i) as at the end of any fiscal quarter
for the four full consecutive fiscal quarters most recently ended or (ii) as at
the end of any fiscal quarter for the eight full consecutive fiscal quarters
most recently ended (in which case EBITDA shall be divided by two).

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         9.1 Event of Default. Any of the following shall constitute an "Event
of Default":

                  (a) Non-Payment. The Borrowers fail to pay the Agent or any
Bank or the Issuing Bank, (i) when and as required to be paid herein, any amount
of principal of any Loan or L/C Borrowing, or (ii) within 5 days after the same
becomes due, any interest, fee, or any other amount payable to the Agent or the
Banks hereunder or under any other Loan Document; or

                  (b) Representation or Warranty. Any representation or warranty
made in writing by any Borrower or any Restricted Subsidiary made or deemed made
herein, in any other Loan Document, or in any License Agreements, or which is
contained in any certificate, financial statement or other document of such
Borrower or such Restricted Subsidiary required to be delivered hereunder,
furnished at any time under this Agreement, or in or under any other Loan
Document, is incorrect in any material respect on or as of the date made or
deemed made; or

                  (c) Specific Defaults. There shall be a default in the
performance of, or compliance with, any term contained in Section 7.1(g) or any
of Sections 8.1 through 8.8, inclusive, 7.4(a)(i) and 8.14 (and, in the case of
the first sentence of Section 8.14, such default shall continue unremedied for
30 days), provided, however, that with respect to (i) incurrence of Indebtedness
in violation of Section 8.1 in an aggregate outstanding principal amount which
is less than $5,000,000, (ii) incurrence of a Lien in violation of Section 8.3
which secures Indebtedness which is in an aggregate outstanding principal amount
of less than $5,000,000, (iii) transactions with an Affiliate in violation of
Section 8.6 involving an aggregate amount of less than $2,000,000, (iv) the
making of any Investment or creation of a Contingent Obligation in violation of
Section 8.4 involving an aggregate amount of less than $2,000,000, or (v) the
entering into of any transaction in violation of Section 8.7 involving an
aggregate amount of less than $2,000,000, there shall be no Event of Default
hereunder unless the aggregate amount of all violations under clauses (i)
through (v) exceeds $8,000,000 on any date of determination or any such
violation shall remain uncured for 30 days after a Responsible Officer becomes
aware of any such violation; or

                  (d) Other Defaults. Any Borrower or any Restricted Subsidiary
fails to perform or observe any other term or covenant contained in this
Agreement, any other Loan Document, or in any License Agreements, and such
default shall continue unremedied for a period of 30 days


                                      -88-
<PAGE>   96
after the date upon which written notice thereof is given to the Borrowers by
the Agent or the Required Banks; provided, however, that defaults under any
Mortgage (other than under any Specified Mortgage) shall not constitute an Event
of Default under this subdivision (d) unless such default shall not have been
remedied within the applicable 30-day period and when aggregated with all other
defaults described in this proviso (w) applies to at least 17 Mortgages, or (x)
applies to Mortgages covering Mortgaged Property having an aggregate fair market
value at the time of at least $1,000,000, or (y) would cost in excess of
$1,000,000 to cure or would present a reasonable likelihood of resulting in
liability to the Company or the Restricted Subsidiaries in excess of $1,000,000
or (z) would result in a Material Adverse Effect; or

                  (e) Cross-Default. The Company, any Restricted Subsidiary, the
General Partner, any of its Subsidiaries or the Public Partnership or any of its
Subsidiaries (other than the Partnership Unrestricted Subsidiaries) (as
principal or guarantor or other surety) shall default in the payment of any
amount of principal of or premium or interest on any Parity Debt or any other
Indebtedness, other than the Obligations (regardless of whether or not such
payment default shall have been waived by the holders of such Indebtedness); or
any event shall occur or condition shall exist in respect of any Indebtedness of
the Company, any Restricted Subsidiary, the General Partner, any of its
Subsidiaries or the Public Partnership or any of its Subsidiaries (other than
the Partnership Unrestricted Subsidiaries) or under any evidence of any such
Indebtedness or under any mortgage, indenture or other agreement relating
thereto, and the effect of such event or condition is to cause (or to permit one
or more Persons to cause) such Indebtedness to become due or be repurchased or
repaid before its stated maturity or before its regularly scheduled dates of
payment (other than pursuant to mandatory prepayment provisions pursuant to a
(1) Change of Control or similar transaction or (2) prepayment under
circumstances and on terms substantially identical to, and not inconsistent
with, Section 9.3(b) of the agreements governing the Mortgage Notes to the
extent it relates to Excess Taking Proceeds, as defined therein, or Section
8.8(c)(ii) to the extent it relates to Excess Sale Proceeds, in each case not
involving a default) or to permit the holders thereof to cause the Company, any
Restricted Subsidiary, the General Partner, any of its Subsidiaries or the
Public Partnership or any of its Subsidiaries (other than the Partnership
Unrestricted Subsidiaries) to repurchase or repay such Indebtedness (other than
pursuant to mandatory prepayment provisions pursuant to a (1) Change of Control
or similar transaction or (2) prepayment under circumstances and on terms
substantially identical to, and not inconsistent with, Section 9.3(b) of the
agreements governing the Mortgage Notes to the extent it related to Excess
Taking Proceeds, as defined therein, or Section 8.3(c)(ii) to the extent it
relates to Excess Sale Proceeds, in each case not involving a default), and such
default, event or condition shall continue for more than the period of grace, if
any, specified therein (regardless of whether or not such default, event or
condition shall have been waived by the holders of such Indebtedness); provided
that the aggregate principal amount of all Indebtedness as to which such a
default (payment or other), event or condition shall occur or exist exceeds
$7,500,000; or

                  (f) Insolvency Voluntary Proceedings. Any Borrower or any
Significant Subsidiary Group (i) ceases or fails to be solvent, or admits in
writing its inability to pay its debts as they become due, subject to applicable
grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily
ceases to conduct its business in the ordinary course; (iii) commences


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<PAGE>   97
any Insolvency Proceeding with respect to itself; or (iv) takes any action to
effectuate or authorize any of the foregoing; or

                  (g) Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against any Borrower or any Significant
Subsidiary Group, or any writ, judgment, warrant of attachment, execution or
similar process, is issued or levied against a substantial part of any
Borrower's or any such Significant Subsidiary Group's properties, and any such
proceeding or petition shall not be dismissed, or such writ, judgment, warrant
of attachment, execution or similar process shall not be released, vacated or
fully bonded within 60 days after commencement, filing or levy; (ii) any
Borrower or any such Significant Subsidiary Group admits the material
allegations of a petition against it in any Insolvency Proceeding, or an order
for relief (or similar order under non-U.S. law) is ordered in any Insolvency
Proceeding; or (iii) any Borrower or any such Significant Subsidiary Group
acquiesces in the appointment of a receiver, trustee, custodian, conservator,
liquidator, mortgagee in possession (or agent therefor), or other similar Person
for itself or a substantial portion of its property or business; or

                  (h) Judgments. Any judgment or order for the payment of money
in excess of $9,000,000 and not covered by insurance shall be rendered against
any of the Borrowers or any Significant Subsidiary Group, and either

                           (a) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order; or

                           (b) there shall be any period of 60 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect and prior to the expiration
of such 60-day period, the judgment shall not have been discharged.

                  (i) Pension Plans. Any of the following events shall occur
with respect to any Pension Plan and such events, either alone or together,
present a reasonable likelihood of having a Material Adverse Effect:

                           (a) the institution of any steps by any Borrower or
any other Person to terminate a Pension Plan maintained or sponsored by any
Borrower or any Subsidiary of a Borrower; or

                           (b) an ERISA Event.

                  (j) Change of Control. There occurs any Change of Control; or

                  (k) Impairment of Security, etc. Any Loan Document or any Lien
granted thereunder shall (except in accordance with its terms) in whole or in
part, cease to be effective or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto, except to the extent that
the assets of the Company or any of its Restricted Subsidiaries which are
secured by the Liens which are terminated, no longer effective or no longer
enforceable obligations of such Obligor are not, individually or in the
aggregate, material to the business of the


                                      -90-
<PAGE>   98
Company and its Restricted Subsidiaries taken as a whole; any Borrower or any
other Obligor shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability or any Lien on
property material to the business of the Company and its Restricted Subsidiaries
taken as a whole securing any Obligations shall, in whole or in part, cease to
be a perfected first priority Lien except as permitted by this Agreement.

         9.2 Remedies. If any Event of Default occurs and is continuing, the
Agent shall, at the request of the Required Banks,

                  (a) declare the commitment of each Bank to make Loans and any
obligation of the Issuing Bank to Issue Letters of Credit to be terminated,
whereupon such commitments shall be terminated;

                  (b) declare an amount equal to the maximum aggregate amount
that is or at any time thereafter may become available for drawing under any
outstanding Letters of Credit (whether or not any beneficiary shall have
presented, or shall be entitled at such time to present, the drafts or other
documents required to draw under such Letters of Credit) to be immediately due
and payable, and declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by each of the Borrowers; and/or

                  (c) exercise on behalf of itself and the Banks all rights and
remedies available to it and the Banks under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 9.1 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each Bank
to make Loans and any obligation of the Issuing Bank to Issue Letters of Credit
shall automatically terminate and the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable without further act of the Agent or any Bank.

         9.3 Rights Not Exclusive. The rights provided for in this Agreement and
the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                    ARTICLE X

                                    THE AGENT

         10.1 Appointment and Authorization. (a) Each Bank hereby irrevocably
(subject to Section 10.9) appoints, designates and authorizes the Agent to take
such action on its behalf under the provisions of this Agreement and each other
Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or


                                      -91-
<PAGE>   99
any other Loan Document, together with such powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary contained elsewhere in
this Agreement or in any other Loan Document, the Agent shall not have any
duties or responsibilities, except those expressly set forth herein, nor shall
the Agent have or be deemed to have any fiduciary relationship with any Bank,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent.

                  (b) The Issuing Bank shall act on behalf of the Banks with
respect to any Letters of Credit Issued by it and the documents associated
therewith until such time and except for so long as the Agent may agree at the
request of the Required Lenders to act for such Issuing Bank with respect
thereto; provided, however, that the Issuing Bank shall have all of the benefits
and immunities (i) provided to the Agent in this Article X with respect to any
acts taken or omissions suffered by the Issuing Bank in connection with Letters
of Credit Issued by it or proposed to be Issued by it and the application and
agreements for letters of credit pertaining to the Letters of Credit as fully as
if the term "Agent", as used in this Article X, included the Issuing Bank with
respect to such acts or omissions, and (ii) as additionally provided in this
Agreement with respect to the Issuing Bank.

         10.2 Delegation of Duties. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

         10.3 Liability of Agent. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any of the Banks for any recital,
statement, representation or warranty made by any of the Borrowers or any
Subsidiary or Affiliate of any of the Borrowers, or any officer thereof,
contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of any of the Borrowers or any other party to any Loan Document other than the
Agent to perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Bank to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of the Borrowers or any of the Borrowers'
Subsidiaries or Affiliates.

         10.4 Reliance by Agent. (a) The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex, written
statement or other document believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to the Borrowers), independent
accountants


                                      -92-
<PAGE>   100
and other experts selected by the Agent. The Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document not expressly delegated to the Agent under a Loan Document unless it
shall first receive such advice or concurrence of the Required Banks as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Required Banks and such request and any action taken
or failure to act pursuant thereto shall be binding upon all of the Banks.

                  (b) For purposes of determining compliance with the conditions
specified in Section 5.l, each Bank that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Agent to such Bank for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to the Bank.

         10.5 Notice of Default. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Agent for the account of the Banks, unless the Agent shall have
received written notice from a Bank or the Borrowers referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a Notice of default. The Agent will notify the Banks of its receipt of
any such notice. The Agent shall take such action with respect to such Default
or Event of Default as may be requested by the Required Banks in accordance with
Article IX; provided, however, that unless and until the Agent has received any
such request, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Banks.

         10.6 Credit Decision. Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereafter taken, including any review of the affairs of the
Borrowers and their Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Bank. Each Bank
represents to the Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrowers and their Subsidiaries, and all applicable
bank regulatory laws relating to the transactions contemplated hereby, and made
its own decision to enter into this Agreement and to extend credit to the
Borrowers hereunder. Each Bank also represents that it will, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrowers.
Except for notices, reports and other documents expressly herein required to be
furnished to the Banks by the Agent, the Agent shall not have any duty or


                                      -93-
<PAGE>   101
responsibility to provide any Bank with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Borrowers which may come into the
possession of any of the Agent-Related Persons.

         10.7 Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Banks shall indemnify upon demand the Agent-Related
Persons (to the extent not reimbursed by or on behalf of the Borrowers and
without limiting the obligation of the Borrowers to do so), pro rata, from and
against any and all Indemnified Liabilities; provided, however, that no Bank
shall be liable for the payment to the Agent-Related Persons of any portion of
such Indemnified Liabilities resulting from such Person's gross negligence or
willful misconduct. Without limitation of the foregoing, each Bank shall
reimburse the Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Borrowers. The undertaking
in this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of the Agent.

         10.8 Agent in Individual Capacity. BofA and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Borrowers and their
Subsidiaries and Affiliates as though BofA were not the Agent hereunder and
without notice to or consent (except as otherwise required hereby) of the Banks.
The Banks acknowledge that, pursuant to such activities, BofA or its Affiliates
may receive information regarding the Borrowers or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Borrowers or such Subsidiary) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its Loans, BofA
shall have the same rights and powers under this Agreement as any other Bank and
may exercise the same as though it were not the Agent, and the terms "Bank" and
"Banks" include BofA in its individual capacity.

         10.9 Successor Agent. The Agent may, and at the request of the Required
Banks shall, resign as Agent upon 30 days' prior written notice to the Banks and
the Borrowers. If the Agent resigns under this Agreement, the Required Banks
shall appoint from among the Banks a successor agent for the Banks which
successor agent shall be approved by the Company. If no successor agent is
appointed prior to the effective date of the resignation of the Agent, the Agent
may appoint, after consulting with the Banks and the Company, a successor agent
from among the Banks. Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Agent and the term "Agent" shall mean such successor
agent and the retiring Agent's appointment, powers and duties as Agent shall be
terminated. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article X and Sections 11.4 and 11.5 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement. If no successor agent


                                      -94-
<PAGE>   102
has accepted appointment as Agent by the date which is 30 days following a
retiring Agent's notice of resignation, the retiring Agent's resignation shall
nevertheless thereupon become effective and the Banks shall perform all of the
duties of the Agent hereunder until such time, if any, as the Required Banks
appoint a successor agent as provided for above. Notwithstanding the foregoing,
however, BofA may not be removed as the Agent at the request of the Required
Banks unless BofA or any Affiliate of BofA acting as Issuing Bank shall also be
simultaneously replaced as Issuing Bank, pursuant to documentation in form and
substance reasonably satisfactory to BofA and any such Affiliate.

         10.10 Withholding Tax. (a) If any Bank is a Foreign Bank and such Bank
claims exemption from, or a reduction of, U.S. withholding tax under Sections
1441 or 1442 of the Code, such Bank agrees with and in favor of the Agent and
the Borrowers, to deliver to the Agent and the Borrowers:

                           (i) if such Bank claims an exemption from, or a
         reduction of, withholding tax under a United States tax treaty,
         properly completed IRS Form 1001 before the payment of any interest in
         the first calendar year and before the payment of any interest in each
         third succeeding calendar year during which interest may be paid under
         this Agreement;

                           (ii) if such Bank claims that interest paid under
         this Agreement is exempt from United States withholding tax because it
         is effectively connected with a United States trade or business of such
         Bank, two properly completed and executed copies of IRS Form 4224
         before the payment of any interest is due in the first taxable year of
         such Bank and in each succeeding taxable year of such Bank during which
         interest may be paid under this Agreement; and

                           (iii) such other form or forms as may be required
         under the Code or other laws of the United States as a condition to
         exemption from, or reduction of, United States withholding tax.

Such Bank agrees to promptly notify the Agent and the Borrowers of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

                  (b) If any Bank claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form 1001 and
such Bank sells, assigns, grants a participation in, or otherwise transfers all
or part of the Obligations of the Borrowers to such Bank, such Bank agrees to
notify the Agent of the percentage amount in which it is no longer the
beneficial owner of Obligations of the Borrowers to such Bank. To the extent of
such percentage amount, the Agent will treat such Bank's IRS Form 1001 as no
longer valid.

                  (c) If any Bank claiming exemption from United States
withholding tax by filing IRS Form 4224 with the Agent sells, assigns, grants a
participation in, or otherwise transfers all or part of the Obligations of the
Borrowers to such Bank, such Bank agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.


                                      -95-
<PAGE>   103
                  (d) If any Bank is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such Bank
an amount equivalent to the applicable withholding tax after taking into account
such reduction. If the forms or other documentation required by subsection (a)
of this Section are not delivered to the Agent, then the Borrowers and the Agent
may withhold from any interest payment to such Bank not providing such forms or
other documentation an amount equivalent to the applicable withholding tax.

                  (e) If the IRS or any other Governmental Authority of the
United States or other jurisdiction asserts a claim that the Agent did not
properly withhold tax from amounts paid to or for the account of any Foreign
Bank (because the appropriate form was not delivered, was not properly executed,
or because such Bank failed to notify the Agent of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax ineffective,
or for any other reason) such Bank shall indemnify the Borrowers and the Agent
fully for all amounts paid, directly or indirectly, by the Agent or any Borrower
as tax or otherwise, including penalties and interest, and including any taxes
imposed by any jurisdiction on the amounts payable to the Agent or any Borrower
under this Section, together with all costs and expenses (including Attorney
Costs). The obligation of the Banks under this subsection shall survive the
payment of all Obligations and the resignation or replacement of the Agent.

         10.11 Collateral Agency Agreement. The Banks hereby authorize the Agent
to enter into the Collateral Agency Agreement and agree to be bound by the terms
thereof.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by the Borrowers therefrom, shall be effective unless the same shall
be in writing and signed by the Required Banks (or by the Agent at the written
request of the Required Banks) and the Borrowers and acknowledged by the Agent,
and then any such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such waiver, amendment, or consent shall, unless in writing and signed by all
the Banks and the Borrowers do any of the following:

                  (a) increase or extend the Commitment of any Bank (or
reinstate any Commitment terminated pursuant to Section 9.2);

                  (b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Banks (or any of them) hereunder or under any other Loan
Document

                  (c) reduce the principal of, or the rate of interest specified
herein on any Loan, or (subject to clause (ii) below) any fees or other amounts
payable hereunder or under any other Loan Document;


                                      -96-
<PAGE>   104
                  (d) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Banks
or any of them to take any action hereunder; or

                  (e) amend this Section, or Section 2.14, or any provision
herein providing for consent or other action by all Banks; or

                  (f) release all or substantially all the collateral securing
the Obligations;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Required Banks or all the
Banks, as the case may be, affect the rights or duties of the Agent under this
Agreement or any other Loan Document, (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Issuing Bank in addition to the
Required Banks or all the Banks, as the case may be, affect the rights or duties
of the Issuing Bank under this Agreement or any L/C-Related Documents relating
to any Letter of Credit Issued or to be Issued by it, and (iii) the Fee Letters
may be amended, or rights or privileges thereunder waived, in a writing executed
by the parties thereto.

In connection with a proposed merger, consolidation or sale of all or
substantially all of the assets of the Company in accordance with Section
8.8(a)(iii) or (b)(iii) to a corporation, the parties agree (i) to effect,
simultaneously with such transaction, all necessary and appropriate
modifications to the terms and conditions of this Agreement and the other Loan
Documents and License Agreements to which it is a party (including without
limitation the ability of the Company to make payments under Section 8.5, taking
into account the effect of any change in the tax status of the Company on its
financial condition and the applicable financial covenants) to reflect the
corporate existence of such successor corporation and any other matters in form
acceptable to the Required Banks, provided that such modified terms and
conditions convey to the parties substantially the same rights and obligations
provided under the Loan Documents and License Agreements to which it is a party
immediately prior to such transaction, and (ii) that any Default described in
Section 9.1(j) which would result from such transaction shall not be asserted by
the Agent or any Bank if after giving effect to such transaction UGI shall own
directly or indirectly at least 51% of the voting shares of the corporation that
is the successor to the Company.

In the event a Bank or Participant (as hereinafter defined) shall refuse to
enter into or consent to any amendment, waiver or other modification of any
provision of this Agreement or any other Loan Document, and such Bank's or
Participant's consent is necessary for such amendment, waiver or modification to
become effective, the Borrowers may pay Obligations (including, with respect to
Letter of Credit, cash collateralization of an interest therein) outstanding to
any such nonconsenting Bank or to any originating Bank having participated
interests to any such nonconsenting Participant and reduce or eliminate any such
Bank's Commitment; provided, that the Borrowers may take such action only if
Banks representing at least 80% of the outstanding Commitments necessary
therefor have entered into or consented to such amendment, waiver or
modification and no Default or Event of Default then exists.

         11.2 Notices. (a) All notices, requests and other communications shall
be in writing and mailed, faxed, provided that any matter transmitted by the
Borrowers by facsimile shall be


                                      -97-
<PAGE>   105
promptly confirmed by a telephone call to the recipient at the number specified
on Schedule 11.2 or such other telephone number as shall be designated by such
party in a written notice to the other parties, or delivered, to the address or
facsimile number specified for notices on Schedule 11.2; or, as directed to the
Borrowers or the Agent, to such other address or facsimile number as shall be
designated by such party in a written notice to the other parties, and as
directed to any other party, at such other address as shall be designated by
such party in a written notice to the Borrowers and the Agent.

                  (b) All such notices, requests and communications shall, when
delivered by overnight delivery, be effective the Business Day after when
delivered for overnight (next-day) delivery; or, if faxed, when transmitted in
legible form by facsimile machine; or if mailed, upon the third Business Day
after the date deposited into the U.S. mail; or if delivered, upon delivery;
except that notices pursuant to Article II or X shall not be effective until
actually received by the Agent.

                  (c) Any agreement of the Agent and the Banks herein to receive
certain notices by telephone or facsimile is solely for the convenience and at
the request of the Borrowers. The Agent and the Banks shall be entitled to rely
on the authority of any Person purporting to be a Person authorized by the
Borrowers to give such notice and the Agent and the Banks shall not have any
liability to the Borrowers or other Person on account of any action taken by the
Agent or the Banks in reliance upon such telephonic or facsimile notice absent
gross negligence or willful misconduct. The obligation of the Borrowers to repay
the Loans shall not be affected in any way or to any extent by any failure by
the Agent and the Banks to receive written confirmation of any telephonic or
facsimile notice or the receipt by the Agent and the Banks of a confirmation
which is at variance with the terms understood by the Agent and the Banks to be
contained in the telephonic or facsimile notice.

         11.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.

         11.4 Costs and Expenses. The Borrowers shall:

                  (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse BofA (including in its capacity as Agent) within
five Business Days after demand and receipt by the Borrowers of reasonable
supporting documentation (subject to Section 5.1(d)) for all reasonable costs
and expenses incurred by BofA (including in its capacity as Agent) in connection
with the development, preparation, delivery, administration and execution of
this Agreement, any Loan Document and any other documents prepared in connection
herewith or therewith, and the consummation of the transactions contemplated
hereby and thereby, including Attorney Costs (excluding allocated costs of
internal legal counsel) incurred by BofA (including in its capacity as Agent)
with respect thereto; provided, that the limitations contained in the Fee Letter
with respect to the amount of the fees of Orrick, Herrington & Sutcliffe LLP
shall remain effective notwithstanding the termination of the Fee Letter; and


                                      -98-
<PAGE>   106
                  (b) pay or reimburse the Agent within five Business Days after
demand and receipt by the Borrowers of reasonable supporting documentation for
all reasonable costs and expenses incurred by the Agent in connection with any
amendment, supplement, waiver or modification to (in each case, whether or not
consummated), this Agreement, any Loan Document and any other documents prepared
in connection herewith or therewith, and the consummation of the transactions
contemplated hereby and thereby, including Attorney Costs incurred by the Agent
with respect thereto (provided, that the fees of any law firm or other external
counsel, and the allocated costs of internal legal services, shall not both be
reimbursed with respect to any amendment, supplement, waiver or modification
relating to the same or any substantially similar matter); and

                  (c) pay or reimburse the Agent, the Arranger and each Bank
within five Business Days after demand and receipt by the Borrowers of
reasonable supporting documentation (subject to Section 5.1(d)) for all
reasonable costs and expenses (including Attorney Costs) incurred by them in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or any other Loan Document during the
existence of an Event of Default or after acceleration of the Loans (including
in connection with any "workout" or restructuring regarding the Loans, and
including in any Insolvency Proceeding or appellate proceeding).

         11.5 Indemnity. Whether or not the transactions contemplated hereby are
consummated, the Borrowers shall indemnify and hold harmless each of the Agent
and each Bank, and their respective directors, officers, employees, affiliates
and agents (collectively, the "Indemnified Parties") from and against any and
all losses, claims, damages (other than consequential or exemplary damages),
liabilities and reasonable out-of-pocket expenses (including, without
limitation, reasonable fees and disbursements of counsel, amounts paid in
settlement and court costs) (collectively, the "Indemnified Liabilities") which
may be incurred by any such Indemnified Party as a result of a claim by a third
party or asserted by a third party against any such Indemnified Party, in each
case, in connection with or arising out of or in any way relating to or
resulting from any transaction or proposed transaction (whether or not
consummated) contemplated to be financed with the proceeds of any Loan or other
financial accommodation contemplated hereby, and the Borrowers hereby agree to
reimburse each such Indemnified Party for any Attorneys' Costs or other
out-of-pocket expenses incurred in connection with investigating, defending or
participating in any action or proceeding (whether or not such Indemnified Party
is a party to such action or proceeding) out of which any such losses, claims,
damages, liabilities or expenses may arise; provided, however, that the
Borrowers shall not be required to reimburse the expenses of more than one
counsel for all Indemnified Parties except to the extent that different
Indemnified Parties shall have conflicting interests. Notwithstanding anything
herein to the contrary, the Borrowers shall not be liable or responsible for
losses, claims, damages, costs and expenses incurred by any Indemnified Party
arising out of or relating to such Indemnified Party's own gross negligence or
willful misconduct. If for any reason the indemnification provided for herein is
unavailable to any Indemnified Party or insufficient to hold it harmless as and
to the extent contemplated hereby, then the Borrowers hereby agree to contribute
to the amount paid or payable by such Indemnified Party as a result of such
loss, claim, damage, liability or expense in such proportion as is appropriate
to reflect the relative benefits


                                      -99-
<PAGE>   107
received by the Borrowers, on the one hand, and such Indemnified Party, on the
other hand, and also the respective fault of the Borrowers, on the one hand, and
such Indemnified Party, on the other hand, as the case may be, as well as any
other relevant equitable considerations. This Section 11.5 shall survive the
termination of this Agreement.

         11.6 Joint and Several Liability. (a) The obligations of the Borrowers
hereunder are joint and several.

                  (b) The liability of each Borrower hereunder and under the
Loan Documents shall be absolute, unconditional and irrevocable irrespective of:

                           (i) any lack of validity, legality or enforceability
         of this Agreement, any Note or any other Loan Document as to any other
         Borrower;

                           (ii) the failure of any Bank

                                    (A) to enforce any right or remedy against
                  any Borrower or any other Person (including any guarantor or
                  other Borrower) under the provisions of this Agreement, the
                  Note, any other Loan Document or otherwise, or

                                    (B) to exercise any right or remedy against
                  any guarantor of, or collateral securing, any Obligations;

                           (iii) any change in the time, manner or place of
         payment of, or in any other term of, all or any of the Obligations, or
         any other extension, compromise or renewal of any Obligations;

                           (iv) any reduction, limitation, impairment or
         termination of any Obligations with respect to any other Borrower for
         any reason including any claim of waiver, release, surrender,
         alteration or compromise, and shall not be subject to (and each
         Borrower hereby waives any right to or claim of) any defense or setoff,
         counterclaim, recoupment or termination whatsoever by reason of the
         invalidity, illegality, nongenuineness, irregularity, compromise,
         unenforceability of, or any other event or occurrence affecting, any
         Obligations with respect to any other Borrower;

                           (v) any addition, exchange, release, surrender or
         nonperfection of any collateral, or any amendment to or waiver or
         release or addition of, or consent to departure from, any guaranty,
         held by any Bank securing any of the Obligations; or

                           (vi) any other circumstance which might otherwise
         constitute a defense available to, or a legal or equitable discharge
         of, any other Borrower, any surety or any guarantor.

Each Borrower agrees that its joint and several liability hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment (in whole or in part) of any of the Obligations is rescinded or must
be restored by any Bank, upon the insolvency, bankruptcy or reorganization of
any Borrower as though such payment had not been made.


                                     -100-
<PAGE>   108
Each Borrower hereby expressly waives: (a) notice of the Banks' acceptance of
this Agreement; (b) notice of the existence or creation or non-payment of all or
any of the Obligations; (c) presentment, demand, notice of dishonor, protest,
and all other notices whatsoever other than notices expressly provided for in
this Agreement and (d) all diligence in collection or protection of or
realization upon the Obligations or any thereof any obligation hereunder, or any
security for or guaranty of any of the foregoing.

No delay on any of the Banks' part in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by any of the
Banks of any right or remedy, shall preclude other or further exercise thereof
or the exercise of any other right or remedy. No action of any of the Banks
permitted hereunder shall in any way affect or impair any such Banks' rights or
Borrower's obligations under this Agreement.

Each Borrower hereby represents and warrants to each of the Banks that it now
has and will continue to have independent means of obtaining information
concerning the other Borrowers' affairs, financial condition and business. The
Banks shall not have any duty or responsibility to provide any Borrower with any
credit or other information concerning the other Borrowers' affairs, financial
condition or business which may come into the Banks' possession.

Each of the Borrowers agrees that any action or notice which is required or
authorized to be taken or given or received under this Agreement or any of the
Loan Documents shall be taken, given or received by the Company acting on behalf
of the other Borrowers (and not by Petrolane or the General Partner), and the
other Borrowers agree to be bound by, and authorizes the Agent and each Bank to
rely upon, any such action or notice as if fully authorized by each of the
Borrowers.

         11.7 Payments Set Aside. To the extent that the Borrowers make a
payment to the Agent or the Banks, or the Agent or the Banks exercise their
right of set-off, and such payment or the proceeds of such set-off or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any Insolvency Proceeding or otherwise, then (a)
to the extent of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Bank severally agrees to pay to the Agent upon demand its pro rata share of
any amount so recovered from or repaid by the Agent.

         11.8 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that no Borrower may assign or transfer any of
its rights or obligations under this Agreement without the prior written consent
of the Agent and each Bank. Any attempted assignment in violation of this
provision shall be null and void.

         11.9 Assignments, Participations. etc. (a) Any Bank may, with the
written consent of the Company, the Agent and the Issuing Bank, which consent of
the Company shall not be unreasonably withheld, at any time assign and delegate
to one or more Eligible Assignees


                                     -101-
<PAGE>   109
(provided that no written consent of the Company or the Agent shall be required
in connection with any assignment and delegation by a Bank to an Eligible
Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any
ratable part of all, of the Loans, the Commitments and the other rights and
obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided,
however, that the Borrowers and the Agent may continue to deal solely and
directly with such Bank in connection with the interest so assigned to an
Assignee until (i) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to the Company and the Agent by such Bank and the
Assignee; (ii) such Bank and its Assignee shall have delivered to the Borrowers
and the Agent an Assignment and Acceptance in the form of Exhibit F ("Assignment
and Acceptance") and (iii) the assignor Bank or Assignee has paid to the Agent a
processing fee in the amount of $3,000; and provided further, each Bank's Pro
Rata Share shall be the same in each type of Commitment.

                  (b) From and after the date that the Agent notifies the
assignor Bank that it has received (and the Company and the Agent have provided
their consent with respect to) an executed Assignment and Acceptance and payment
of the above-referenced processing fee, (i) the Assignee thereunder shall be a
party hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, shall have the rights
and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank
shall, to the extent that rights and obligations hereunder and under the other
Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Loan Documents.

                  (c) Within five Business Days after its receipt of notice by
the Agent that it has received an executed Assignment and Acceptance and payment
of the processing fee (and provided that the Company consents to such assignment
in accordance with Section 11.9(a)), the Borrowers shall execute and deliver to
the Agent new Notes evidencing such Assignee's assigned Loans and Commitments
and, if the assignor Bank has retained a portion of its Loans and its
Commitment, replacement Notes in the principal amount of the Loans and
Commitments retained by the assignor Bank (such Notes to be in exchange for, but
not in payment of, the Notes held by such Bank) and the assignor Bank shall
deliver its Note or Notes marked "exchanged" or "cancelled," as applicable, to
the Agent. Immediately upon payment of the processing fee payment under the
Assignment and Acceptance, this Agreement shall be deemed to be amended to the
extent, but only to the extent, necessary to reflect the addition of the
Assignee and the resulting adjustment of the Commitments arising therefrom. The
Commitment allocated to each Assignee shall reduce such Commitments of the
assigning Bank pro tanto.

                  (d) Any Bank may at any time sell to one or more commercial
banks or other Persons not Affiliates of the Company (a "Participant")
participating interests in any Loans, the Commitment of that Bank and the other
interests of that Bank (the "originating Bank") hereunder and under the other
Loan Documents; provided, however, that (i) the originating Bank's obligations
under this Agreement shall remain unchanged, (ii) the originating Bank shall
remain solely responsible for the performance of such obligations, (iii) the
Borrowers and the Agent shall continue to deal solely and directly with the
originating Bank in connection with the originating Bank's rights and
obligations under this Agreement and the other Loan Documents, and (iv) no


                                     -102-
<PAGE>   110
Bank shall transfer or grant any participating interest under which the
Participant has rights to approve any amendment to, or any consent or waiver
with respect to, this Agreement or any other Loan Document, except to the extent
such amendment, consent or waiver would require unanimous consent of the Banks
as described in the first proviso to Section 11.1. In the case of any such
participation, the Participant shall be entitled to the benefit of Sections 4.1,
4.3 and 11.5 as though it were also a Bank hereunder (but not in any greater
amounts than would have been payable to the Bank selling the participation if no
participation were sold), and not have any rights under this Agreement, or any
of the other Loan Documents, and all amounts payable by the Company hereunder
shall be determined as if such Bank had not sold such participation; except
that, if amounts outstanding under this Agreement are due and unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall be deemed to have the right of
set-off in respect of its participating interest in amounts owing under this
Agreement to the same extent as if the amount of its participating interest were
owing directly to it as a Bank under this Agreement

                  (e) Nothing contained in this Agreement shall prevent a Bank
from pledging its interest in its Loans to a Federal Reserve Bank in the Federal
Reserve System of the United States in accordance with applicable law.

                  (f) After payment in full of, and satisfaction of all
Obligations under, any Note, the Bank or other party holding such Note agrees to
promptly return such Note marked "Paid in Full" to the Company.

                  (g) Notwithstanding the foregoing provisions of this Section
11.9, no assignment or participation may be made if such assignment or
participation involves, or could involve, the use of assets that constitute, or
may be deemed under ERISA, the Code or any other applicable law, or any ruling
or regulation issued thereunder, or any court decision, to constitute the assets
of any employee benefit plan (as defined in section 3(3) of ERISA) or any plan
as defined in section 4975(e)(1) of the Code).

         11.10 Changes of Commitments. (a) On the Restatement Effective Date,
each of the Banks which either (i) has a Revolving Commitment Percentage or
Acquisition Commitment Percentage on the Restatement Effective Date that is less
than its Existing Revolving Commitment Percentage or Existing Acquisition
Commitment Percentage, as the case may be, immediately prior to such date or
(ii) had a commitment under the Existing Credit Agreement immediately prior to
the Restatement Effective Date but has no corresponding Revolving Commitment as
of the Restatement Effective Date (each such Bank, a "Decreasing Bank") shall
irrevocably assign, without recourse or warranty of any kind whatsoever (except
that each Decreasing Bank warrants that it is the legal and beneficial owner of
the Loans assigned by it under this Section 11.10 and that such Loans are held
by such Decreasing Bank free and clear of adverse claims), to each of the Banks
which has a Revolving Commitment Percentage or Acquisition Commitment
Percentage, as the case may be, on the Restatement Effective Date that is
greater than its Existing Revolving Commitment Percentage or Existing
Acquisition Commitment Percentage, as the case may be, immediately prior to such
date (each such Bank, an "Increasing Bank"), and each of the Increasing Banks
shall irrevocably acquire from the Decreasing Banks, a portion of the principal
amount of the Revolving Loans, Acquisition Loans or Special Purpose Loans, as
the case may be,


                                     -103-
<PAGE>   111
of each of the Decreasing Banks (collectively, the "Acquired Portion")
outstanding on the Restatement Effective Date (before giving effect to any new
Revolving Loans made on such date) in an amount such that the principal amount
of the Revolving Loans held by each of the Increasing Banks and each of the
Decreasing Banks as of the Restatement Effective Date shall be held in
accordance with each such Bank's Revolving Commitment Percentage and Acquisition
Commitment Percentage (if any) as of such date. Such assignment and acquisition
shall be effective on the Restatement Effective Date automatically and without
any action required on the part of any party other than the payment by the
Increasing Banks to the Agent for the account of the Decreasing Banks of an
amount equal to the Acquired Portion, which amount shall be allocated to the
Decreasing Banks pro rata based upon the respective reductions in the principal
amount of the Revolving Loans and Acquisition Loans, as applicable, held by such
Banks on the Restatement Effective Date (before giving effect to any new
Revolving Loans made on such date). Each of the Agent and the Banks shall adjust
its records accordingly to reflect the payment of the Acquired Portion and the
changes in the Bank's Revolving Commitments and Acquisition Commitments. The
payment to be made in respect of the Acquired Portion shall be made by the
Increasing Banks to the Agent in Dollars in immediately available funds at or
before 2:00 p.m. (New York City time) on the Restatement Effective Date, such
payment to be made by the Increasing Banks pro rata based upon the respective
increases in the principal amount of the Revolving Loans and Acquisition Loans
held by such Banks on the Restatement Effective Date (before giving effect to
any new Revolving Loans made on such date). For purposes of this Section
11.10(a), (1) "Existing Revolving Commitment Percentage" means, with respect to
any Bank, the ratio of (i) the amount of the Revolving Commitment of such Bank
under the Existing Credit Agreement plus the amount of the Special Purpose
Commitment of such Bank under the Existing Credit Agreement to (ii) the
aggregate amount of the Revolving Commitments plus the aggregate amount of the
Special Purpose Commitments of all of the Banks under the Existing Credit
Agreement, (2) "Existing Acquisition Commitment Percentage" means, with respect
to any Bank, the ratio of (i) the amount of the Acquisition Commitment of such
Bank under the Existing Credit Agreement to (ii) the aggregate amount of the
Acquisition Commitments of all of the Banks under the Existing Credit Agreement,
(3) "Revolving Commitment Percentage" means, with respect to any Bank, the ratio
of (i) the amount of the Revolving Commitment of such Bank to (ii) the aggregate
amount of the Revolving Commitments of all of the Banks and (4) "Acquisition
Commitment Percentage" means, with respect to any Bank, the ratio of (i) the
amount of the Acquisition Commitment of such Bank to (ii) the aggregate amount
of the Acquisition Commitments of all of the Banks.

                  (b) To the extent any of the Revolving Loans acquired by the
Increasing Banks from the Decreasing Banks pursuant to Section 11.10(a) above
are Offshore Rate Loans and the Restatement Effective Date is not the last day
of an Interest Period for such Loans, the Decreasing Banks shall be entitled to
compensation from the Borrowers as provided in Section 4.4 of the Existing
Credit Agreement (as if the Borrowers had prepaid such Loans in an amount equal
to the Acquired Portion on the Restatement Effective Date). The payment made by
the Increasing Banks in respect of the Acquired Portion shall constitute a Loan
made by the Increasing Banks on the Restatement Effective Date, and to the
extent any Loan acquired by the Increasing Banks on the Restatement Effective
Date is an Offshore Rate Loan and such date is not the last day of an Interest
Period for such Loan, such Loan shall accrue interest at the rate


                                     -104-
<PAGE>   112
then applicable to such Loan until such last day; provided however that the
Borrowers shall compensate the Increasing Banks for an amount equal to the
amount, if any, by which the cost to the Increasing Banks of funding the amount
of each such Loan in the respective market for the period from such date to the
last day of the then Interest Period for such Loan exceeds such applicable rate.

         11.11 Confidentiality. Each Bank agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information provided to it by the Borrowers
or any Subsidiary of a Borrower, or by the Agent on such Borrower's or
Subsidiary's behalf, under this Agreement or any other Loan Document, and
neither it nor any of its Affiliates shall use any such information other than
in connection with or in enforcement of this Agreement and the other Loan
Documents or in connection with other business now or hereafter existing or
contemplated with the Borrowers or any Subsidiary; except to the extent such
information (i) was or becomes generally available to the public other than as a
result of permitted disclosure by the Bank, or (ii) was or becomes available on
a non-confidential basis from a source other than the Borrowers, provided that
such source is not bound by a confidentiality agreement with the Borrowers known
to the Bank; provided, however, that any Bank may disclose such information (A)
at the request or pursuant to any requirement of any Governmental Authority to
which the Bank is subject or in connection with an examination of such Bank by
any such authority; (B) pursuant to subpoena or other court process; (C) when
required to do so in accordance with the provisions of any applicable
Requirement of Law; (D) to the extent reasonably required in connection with any
litigation or proceeding to which the Agent, any Bank or their respective
Affiliates may be party; (E) to the extent reasonably required in connection
with the exercise of any remedy hereunder or under any other Loan Document; (F)
to such Bank's independent auditors and other professional advisors (who shall
be advised of such Bank's confidentiality obligations hereunder); (G) to any
Participant or Assignee, actual or potential, provided that such Person agrees
in writing to keep such information confidential to the same extent required of
the Banks hereunder; (H) as to any Bank or its Affiliate, as expressly permitted
under the terms of any other document or agreement regarding confidentiality to
which the Borrowers or any Subsidiary is party or is deemed party with such Bank
or such Affiliate; and (I) to its Affiliates. The Agent, any Bank or Participant
will promptly notify the Company of its receipt of any subpoena or other
requirement of a Governmental Authority, or other similar process or authority,
unless such notice is prohibited by the issuing authority.

         11.12 Set-off. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and from time to time, without
prior notice to the Borrowers, any such notice being waived by the Borrowers to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Bank to or for the credit or
the account of any Borrower against any and all Obligations owing to such Bank,
now or hereafter existing, irrespective of whether or not the Agent or such Bank
shall have made demand under this Agreement or any Loan Document and although
such Obligations may be contingent or unmatured. Each Bank agrees promptly to
notify the Borrowers and the Agent after any such set-off and application made
by such Bank; provided,


                                     -105-
<PAGE>   113
however, that the failure to give such notice shall not affect the validity of
such set-off and application.

         11.13 Notification of Addresses; etc. Each Bank shall notify the Agent
in writing of any changes in the address to which notices to the Bank should be
directed, of addresses of any Lending Office, of payment instructions in respect
of all payments to be made to it hereunder and of such other administrative
information as the Agent shall reasonably request.

         11.14 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

         11.15 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

         11.16 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Borrowers, the Banks, the
Agent and the Agent-Related Persons, and their permitted successors and assigns,
and no other Person shall be a direct or indirect legal beneficiary of, or have
any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents.

         11.17 Governing Law and Jurisdiction. (a) THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK; PROVIDED THAT THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW.

                  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS, THE AGENT
AND THE BANKS CONSENTS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH OF THE BORROWERS, THE AGENT AND THE BANKS IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE BORROWERS, THE AGENT AND THE BANKS
EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.


                                     -106-
<PAGE>   114
         11.18 Waiver of Jury Trial. THE BORROWERS, THE BANKS AND THE AGENT EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWERS, THE
BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         11.19 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Borrowers,
the Banks and the Agent, and supersedes all prior or contemporaneous agreements
and understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.

         11.20 Collateral Agency Agreement. THIS AGREEMENT IS SUBJECT TO THE
TERMS AND CONDITIONS CONTAINED IN THE COLLATERAL AGENCY AGREEMENT (AS DEFINED IN
THIS AGREEMENT), WHICH COLLATERAL AGENCY AGREEMENT, AMONG OTHER THINGS,
ESTABLISHES CERTAIN RIGHTS WITH RESPECT TO THE SECURITY FOR THIS AGREEMENT AND
THE SHARING OF PROCEEDS THEREOF WITH CERTAIN OTHER SECURED CREDITORS (AS DEFINED
IN THE COLLATERAL AGENCY AGREEMENT). COPIES OF SUCH COLLATERAL AGENCY AGREEMENT
WILL BE FURNISHED TO ANY BANK UPON REQUEST TO THE COMPANY.

         11.21 Ratification and Confirmation of the Security Documents. Except
as specifically amended by this Agreement, and the documents executed and
delivered in connection herewith, each of the Security Documents, including
without limitation the General Security Agreement, shall remain in full force
and effect and are hereby ratified and confirmed.


                                     -107-
<PAGE>   115
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in New York by their proper and duly authorized
officers as of the day and year first above written.

                              AMERIGAS PROPANE, L.P.

                              By:      AMERIGAS PROPANE, INC.,
                                       as General Partner



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              AMERIGAS PROPANE, INC.



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              PETROLANE INCORPORATED



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVINGS ASSOCIATION, as Agent



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________
<PAGE>   116
                              FIRST UNION NATIONAL BANK, as Syndication
                              Agent



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVINGS ASSOCIATION, as a Bank and an
                              Issuing Bank



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              FIRST UNION NATIONAL BANK



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              THE BANK OF NEW YORK



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________
<PAGE>   117
                              CORESTATES BANK, N.A.



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              MELLON BANK, N.A.



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              THE FIRST NATIONAL BANK OF MARYLAND



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              THE BANK OF TOKYO -  MITSUBISHI LTD.,
                              NEW YORK BRANCH



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________
<PAGE>   118
                              PNC BANK, NATIONAL ASSOCIATION



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              UNION BANK OF CALIFORNIA, N.A.



                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


Each of the undersigned hereby acknowledges and agrees to the foregoing Amended
and Restated Credit Agreement and confirms that its Subsidiary Guarantee and its
Subsidiary Security Agreement shall remain in full force and effect
notwithstanding the execution of such Amended and Restated Credit Agreement and
the consummation of the transactions described or otherwise contemplated
therein.

Date:________________

                              NORTHWEST LPG SUPPLY, LTD.


                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                              AMERIGAS PROPANE PARTS & SERVICE, INC.


                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________