<PAGE>   1
                                                                    EXHIBIT 10.2


                                 FIRST AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT

            This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of September 15, 1998, is entered into by and 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, collectively, the "Borrowers"), each of the financial
institutions that is a signatory to this Amendment (collectively, the "Banks"),
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the Banks
(in such capacity, the "Agent"), and amends that certain Amended and Restated
Credit Agreement, dated as of September 15, 1997 (as the same is in effect
immediately prior to the effectiveness of this Amendment, the "Existing Credit
Agreement" and as the same may be amended, supplemented or modified and in
effect from time to time, the "Credit Agreement"), by and among the Company, the
General Partner, Petrolane, the Agent, First Union National Bank, as Syndication
Agent and the Banks from time to time party to the Credit Agreement. Capitalized
terms used and not otherwise defined in this Amendment shall have the same
meanings in this Amendment as set forth in the Credit Agreement, and the rules
of interpretation set forth in Section 1.2 of the Credit Agreement shall be
applicable to this Amendment.

                                     RECITAL

            The Company has requested that the Banks amend the definition of
"Indebtedness", permit the Borrowers to borrow Offshore Rate Loans with Interest
Periods of two weeks and amend Sections 1.1, 8.1(b), 8.1(f) and 8.3(m) under the
Existing Credit Agreement, and the Agent and the Banks are willing to agree to
so amend the Existing Credit Agreement on the terms and subject to the
conditions set forth below.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements set forth below and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:

            SECTION 1. Amendment. On the terms of this Amendment and subject to
the satisfaction of the conditions precedent set forth below in Section 3:

            (a) The definition of "Indebtedness" contained in Section 1.1 of the
Existing Credit Agreement is hereby amended to read in full as set forth below:

                  "Indebtedness" of any Person means, without duplication, (a)
all indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the
<PAGE>   2
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
indebtedness referred to in clauses (a) through (f) 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; (h) all
Redeemable Capital Stock of such Person valued at the greater of its voluntary
or involuntary maximum fixed repurchase price plus accrued dividends; (i) 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 (j) all
Guaranty Obligations in respect of indebtedness or obligations of others of the
kinds referred to in clauses (a) through (i) above.

            (b) The definition of "Interest Period" contained in Section 1.1 of
the Existing Credit Agreement is hereby amended by adding the words "two weeks
or" before the words "one, two, three or six months" in the fourth line of such
definition.

            (c) The definition of "Loan Documents" contained in Section 1.1 of
the Existing Credit Agreement is hereby amended by adding the words "the First
Amendment to Amended and Restated Credit Agreement, dated as of September 15,
1998, among the Borrowers, the Banks and the Agent," after the words "this
Agreement".

            SECTION 2. Amendment. On the terms of this Amendment and subject to
the satisfaction of the conditions precedent set forth below in Section 4:

            (a) The following definition is hereby added to Section 1.1 of the
Credit Agreement in its appropriate alphabetical order:

            "1998 Mortgage Notes" means the First Mortgage Notes, in aggregate
principal amount not exceeding $100,000,000, issued pursuant to the Note
Agreements, each dated as of October __, 1998, among the Company, the General
Partner and the purchasers named in Schedule I thereto (but not any extension,
refunding or refinancing thereof)."

            (b) Section 8.1(b) of the Existing Credit Agreement is hereby
amended to read in its entirety as follows:

                  "(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


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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;"

            (c) Section 8.1(f) of the Existing Credit Agreement is hereby
amended to read in its entirety as follows:

                  "(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 and (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;"

            (d) Section 8.3(m) of the Existing Credit Agreement is hereby
amended to read in its entirety as follows:

                  "(m) Liens (other than the Liens referred to in clauses (j),
(k) and (l) above) securing Indebtedness represented by the 1998 Mortgage Notes
or other Indebtedness incurred in accordance with Section 8.1(b) or 8.1(e) or,
to the extent incurred (i) to repay Indebtedness or letter of credit obligations
incurred and outstanding under the Acquisition Commitment or the Revolving
Commitment (or any extension, renewal, refunding, replacement or refinancing of
any such Indebtedness), (ii) 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 or capital contributions of businesses and related assets) to the
General Collateral, or (iii) 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 (net of transaction costs funded by proceeds 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 (or will


                                       -3-
<PAGE>   4
attach and be perfected upon the taking of one or more actions) with respect to
such additional property and assets;"

            SECTION 3. Conditions to Effectiveness of Section 1 Amendments. The
amendments set forth in Section 1 of this Amendment shall become effective only
upon the satisfaction of all of the following conditions precedent (the date of
satisfaction of all such conditions being referred to as the "Amendment
Effective Date"):

                  (a) On or before the Amendment Effective Date, the Agent shall
have received, on behalf of the Banks, this Amendment, duly executed and
delivered by the Company, the General Partner, Petrolane, each Restricted
Subsidiary, the Required Banks and the Agent.

                  (b) The Agent shall have received a certificate from a
Responsible Officer of the Company certifying that (1) all governmental actions
or filings necessary for the execution, delivery and performance of this
Amendment shall have been made, taken or obtained, and no order, statutory rule,
regulation, executive order, decree, judgment or injunction shall have been
enacted, entered, issued, promulgated or enforced by any court or other
governmental entity which prohibits or restricts the transactions contemplated
by this Amendment nor shall any action have been commenced or threatened seeking
any injunction or any restraining or other order to prohibit, restrain,
invalidate or set aside the transactions contemplated by this Amendment and (2)
each of the representations and warranties set forth in this Amendment is true
and correct as of the Amendment Effective Date.

                  (c) The Agent shall have received evidence, dated on or about
July, 1998, from independent insurance brokers or consultants demonstrating that
insurance complying with the provisions of the Collateral Agency Agreement shall
be in full force and effect.

            SECTION 4. Conditions to Effectiveness of Section 2 Amendments. The
amendments set forth in Section 2 of this Amendment shall become effective only
upon the satisfaction of all of the conditions precedent set forth in Section 3
and the following additional conditions precedent (the date of satisfaction of
all such conditions being referred to as the "Second Amendment Effective Date"):

            (a) On or before the Second Amendment Effective Date, either (i) the
Agent shall have received, on behalf of the Banks, a First Amendment to
Intercreditor and Agency Agreement, in substantially the form of Exhibit A
hereto, duly executed and delivered by the General Obligors, the Requisite
Banks, the Requisite Note Holders, the Agent, the Collateral Agent and the Cash
Collateral Sub-Agent (in each case as defined in the Collateral Agency
Agreement) or, in the alternative (ii) the Company shall be bound by the terms
set forth in Sections 6 and 7 below.

            (b) On or before the Second Amendment Effective Date, the Agent
shall have received, on behalf of the Banks, evidence that each of the Borrowers
and the Required Holders (as defined in the Note Agreements) has consented to
the amendment of Sections 10.1(f) and


                                       -4-
<PAGE>   5
10.2(m) of the Note Agreements in form and substance substantially similar to
the amendments of Sections 8.1(f) and 8.3(m) contained in this Amendment.

            SECTION 5. The Borrowers' Representations and Warranties. In order
to induce the Banks to enter into this Amendment and to amend the Existing
Credit Agreement in the manner provided in this Amendment, the Company, the
General Partner and Petrolane represent and warrant to each Bank as of the
Amendment Effective Date as follows:

                  (a) Power and Authority. The Company has all requisite
partnership power and authority to enter into this Amendment and to carry out
the transactions contemplated by, and perform its obligations under, the
Existing Credit Agreement as amended by this Amendment (hereafter referred to as
the "Amended Credit Agreement"). The General Partner has all requisite corporate
power and authority to enter into this Amendment in its individual capacity and
in its capacity as the sole general partner of the Company and to carry out the
transactions contemplated by, and perform its obligations under, the Amended
Credit Agreement. Petrolane has all requisite corporate power and authority to
enter into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Amended Credit Agreement. Each Restricted
Subsidiary has all requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and perform its
obligations under, the Security Documents.

                  (b) Authorization of Agreements. The execution and delivery of
this Amendment by the Company, the General Partner, Petrolane and each
Restricted Subsidiary and the performance of the Amended Credit Agreement by the
Company, the General Partner and Petrolane have been duly authorized by all
necessary action, and this Amendment has been duly executed and delivered by the
Company, the General Partner, Petrolane and each Restricted Subsidiary.

                  (c) Enforceability. The Amended Credit Agreement constitutes
the legal, valid and binding obligation of the Company, the General Partner and
Petrolane enforceable against the Company, the General Partner and Petrolane in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights
generally.

                  (d) No Conflict. The execution, delivery and performance by
each of the Company, the General Partner, Petrolane and the Restricted
Subsidiaries of this Amendment, and the performance by each of the Company, the
General Partner, Petrolane and the Restricted Subsidiaries of the Amended Credit
Agreement do not and 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,


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<PAGE>   6
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.

                  (e) Governmental Consents. 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 Amendment by the Company, the General Partner, Petrolane and
the Restricted Subsidiaries.

                  (f) Representations and Warranties in the Credit Agreement.
The Company, the General Partner and Petrolane confirm that, as of the Amendment
Effective Date, (i) the representations and warranties contained in Article VI
of the Credit Agreement are (before and after giving effect to this Amendment)
true and correct in all material respects (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) with the same effect as if made on and as of the
Amendment Effective Date and (ii) that no Default or Event of Default has
occurred and is continuing.

                  (g) Liens. As of the Amendment Effective Date, there are no
Liens on the General Collateral other than Liens permitted under Section 8.3 of
the Credit Agreement.

                  (h) Subsidiaries. As of the Amendment Effective Date, the
Company has no Restricted Subsidiaries other than AmeriGas Propane Parts &
Service, Inc.

            SECTION 6. Affirmative Covenant. In the event that the Agent shall
not have received a duly executed First Amendment to Intercreditor and Agency
Agreement in substantially the form of Exhibit A hereto on or before the date of
issuance of the 1998 Mortgage Notes, the Company hereby agrees to obtain and
deliver to the Agent, as promptly as practicable, but in any event within 30
days after the date of issuance of the 1998 Mortgage Notes, title endorsements
or their equivalents, in form and substance reasonably satisfactory to the
Collateral Agent, with respect to the title insurance policies listed on
Schedule I hereto.

         SECTION 7. Further Agreements. The parties hereby acknowledge and agree
that:

                  (a) Except as set forth in Section 7(b) below, in the event of
any future issuance of Parity Debt the Company shall deliver to the Agent, as
promptly as practicable, but in any event within 10 Business Days after the date
of issuance of such Parity Debt, title endorsements or their equivalents, in
form and substance reasonably satisfactory to the Collateral Agent, with respect
to the title insurance policies issued in connection with the Mortgages listed
on Schedule I hereto and any title insurance policies obtained by the Company
pursuant to Section 7.10 of the Credit Agreement.

                  (b) In the event that, at any time after the date hereof, the
Company shall have delivered to the Agent a duly executed First Amendment to
Intercreditor and Agency Agreement in substantially the form of Exhibit A
hereto, the Company shall have no obligation,


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<PAGE>   7
and shall not be required, to obtain or deliver title endorsements or their
equivalents for any Mortgaged Property in connection with any issuance of Parity
Debt.

         SECTION 8. Miscellaneous.

                  (a) Reference to and Effect on the Existing Credit Agreement
and the Other Loan Documents.

                       (i) Except as specifically amended by this Amendment and
      the documents executed and delivered in connection herewith, the Existing
      Credit Agreement and the other Loan Documents shall remain in full force
      and effect and are hereby ratified and confirmed. This Amendment shall be
      a "Loan Document" under the Credit Agreement.

                       (ii) The execution and delivery of this Amendment and
      performance of the Amended Credit Agreement shall not, except as expressly
      provided herein, constitute a waiver of any provision of, or operate as a
      waiver of any right, power or remedy of the Banks under, the Existing
      Credit Agreement or any other Loan Document.

                       (iii) Upon the conditions precedent set forth herein
      being satisfied, this Amendment shall be construed as one with the
      Existing Credit Agreement, and the Existing Credit Agreement shall, where
      the context requires, be read and construed throughout so as to
      incorporate this Amendment.

                  (b) Fees and Expenses. The Company, the General Partner and
Petrolane acknowledge that all reasonable costs, fees and expenses incurred in
connection with this Amendment will be paid in accordance with Section 11.4 of
the Existing Credit Agreement.

                  (c) Headings. Section and subsection headings in this
Amendment are included for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

                  (d) Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                  (e) Governing Law. This Amendment shall be governed by and
construed according to the laws of the State of New York.

                  (f) Resolutions. Concurrently with the issuance by the Company
of the 1998 Mortgage Notes, the Company will deliver to the Agent 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 and ratifying the transactions contemplated


                                       -7-
<PAGE>   8
hereby and by the First Amendment to Intercreditor and Agency Agreement,
certified by the Secretary or an Assistant Secretary of such Person.


            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.


                                    AMERIGAS PROPANE, L.P., a Delaware
                                    limited partnership

                                    By:  AMERIGAS PROPANE, INC.
                                    Its: General Partner


                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                    AMERIGAS PROPANE, INC.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                    PETROLANE INCORPORATED


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                       -8-
<PAGE>   9
                                    AGENT

                                    BANK OF AMERICA NATIONAL TRUST AND
                                    SAVINGS ASSOCIATION, as Agent


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


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<PAGE>   10
                                    BANKS

                                    BANK OF AMERICA NATIONAL TRUST AND
                                    SAVINGS ASSOCIATION, as a Bank and an
                                    Issuing Bank


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -10-
<PAGE>   11
                                    FIRST UNION NATIONAL BANK, as a Bank and
                                    as Syndication Agent


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -11-
<PAGE>   12
                                    THE BANK OF NEW YORK


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -12-
<PAGE>   13
                                    CORESTATES BANK, N.A.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -13-
<PAGE>   14
                                    MELLON BANK, N.A.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -14-
<PAGE>   15
                                    THE FIRST NATIONAL BANK OF MARYLAND


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -15-
<PAGE>   16
                                    THE BANK OF TOKYO - MITSUBISHI LTD.,
                                    NEW YORK BRANCH


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -16-
<PAGE>   17
                                    PNC BANK, NATIONAL ASSOCIATION


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -17-
<PAGE>   18
                                    UNION BANK OF CALIFORNIA, N.A.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -18-
<PAGE>   19
The undersigned hereby acknowledges and consents to the foregoing First
Amendment to Amended and Restated Credit Agreement, reaffirms the terms of its
Restricted Subsidiary Guarantee in favor of Bank of America National Trust and
Savings Association, as Collateral Agent and acknowledges that such Restricted
Subsidiary Guarantee remains in full force and effect in accordance with its
terms.

Dated:________________              AMERIGAS PROPANE PARTS & SERVICE,
                                      INC., as Guarantor


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -19-
<PAGE>   20
                                                                       EXHIBIT A


See attached.
<PAGE>   21
                                 FIRST AMENDMENT
                      TO INTERCREDITOR AND AGENCY AGREEMENT

            This FIRST AMENDMENT TO INTERCREDITOR AND AGENCY AGREEMENT (this
"Amendment"), dated as of September 15, 1998, is entered into by and 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, collectively, the "General Obligors"), the original
purchasers of the Notes as set forth in Schedule I to the Existing Intercreditor
Agreement (as defined below) and any successors of assigns thereof (the "Note
Holders"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national
banking association, in its capacity as Agent under the Intercreditor Agreement
and any successors or assigns thereof (in such capacity, the "Agent"), BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association,
in its capacity as Collateral Agent for the Secured Creditors (the "Collateral
Agent") and MELLON BANK, N.A., a national banking association, in its capacity
as Cash Collateral Sub-Agent for the Secured Creditors (the "Cash Collateral
Sub-Agent"), and amends that certain Intercreditor and Agency Agreement, dated
as of April 19, 1995 (as the same is in effect immediately prior to the
effectiveness of this Amendment, the "Existing Intercreditor Agreement" and as
the same may be amended, supplemented or modified and in effect from time to
time, the "Intercreditor Agreement"), by and among the General Obligors, the
Note Holders, the Agent, the Collateral Agent and the Cash Collateral Sub-Agent.
Capitalized terms used and not otherwise defined in this Amendment shall have
the same meanings in this Amendment as set forth in the Intercreditor Agreement.

                                     RECITAL

            The Company has requested that the Banks amend Appendix A to, and
Sections 4 and 6(a) of, the Existing Intercreditor Agreement, and the Agent and
the Banks are willing to agree to so amend the Existing Intercreditor Agreement
on the terms and subject to the conditions set forth below.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements set forth below and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:

            SECTION 1. Amendment. On the terms of this Amendment and subject to
the satisfaction of the conditions precedent set forth below in Section 2:

            (a) The following definitions are hereby added to Appendix A to the
Existing Intercreditor Agreement:
<PAGE>   22
                  "Affected Parity Debt" shall mean, collectively, the Parity
Debt held by the Affected Parity Lenders.

                  "Affected Parity Lenders" shall mean, collectively, those
Parity Lenders, if any, whose Parity Debt Obligations are secured by Group B
Property.

                  "Application Date" shall mean each date on which the
Collateral Agent applies the proceeds, and makes payment of such amounts to the
Banks, the Note Holders and the Non-Affected Lenders, of (a) any casualty,
damage, destruction, taking by eminent domain of any Group B Property received
by it in accordance with Section 4(a)(ii) of this Agreement or (b) any sale or
collection or any other monies received by it in accordance with Section 4(e) of
this Agreement.

                  "Group A Proceeds" shall mean, collectively, the proceeds of
any sale or collection or any other monies received by the Collateral Agent in
respect of any Group A Property (including without limitation by reason of any
taking of possession, entry, removal or holding, operation or management of the
Security or any part thereof) under the Mortgages, the General Security
Agreement, the Subsidiary Security Agreement, the Subsidiary Guarantee or any
other Security Document (including without limitation all proceeds received by
the Collateral Agent under title insurance policies).

                  "Group A Property" shall mean, collectively, all Collateral
and Mortgaged Properties other than the Group B Properties.

                  "Group B Proceeds" shall mean, collectively, the proceeds of
any sale or collection or any other monies received by the Collateral Agent in
respect of any Group B Property (including without limitation by reason of any
taking of possession, entry, removal or holding, operation or management of the
Security or any part thereof) under the Mortgage or Mortgages, if any,
applicable to such Group B Property (including without limitation all proceeds
received by the Collateral Agent under title insurance policies).

                  "Group B Property" shall mean, in respect of each issuance of
Parity Debt, any Mortgaged Property, if any, on which a valid and perfected lien
or encumbrance (other than the liens and encumbrances permitted under the Credit
Agreement and the Note Agreements) has attached during the period from and after
the last date on which the Collateral Agent has received a title insurance
policy or an endorsement to a title insurance policy on such Mortgaged Property
through and including the date on which the holders of such Parity Debt extend
the full principal amount available in respect of such Parity Debt.

                  "Non-Affected Lenders" shall mean, collectively, those Secured
Creditors other than the Affected Parity Lenders.

                  "Non-Affected Parity Debt" shall mean, collectively, the
Parity Debt held by the Non-Affected Lenders.


                                       -2-
<PAGE>   23
                  "Non-Affected Parity Debt Obligations" shall mean,
collectively, all Obligations arising under or in connection with the
Non-Affected Parity Debt.

                  "Percentage" shall mean, as of any date of determination with
respect to any Non-Affected Lender, the ratio of (a) the Obligations owing to
such Non-Affected Lender in respect of its Notes, Bank Notes or Parity Debt, as
applicable, on such date (before giving effect to any new loans or extensions of
credit made by such Non-Affected Lender to any General Obligor on such date) to
(b) the Total Non-Affected Obligations on such date.

                  "Total Non-Affected Obligations" shall mean, as of any date of
determination, the aggregate amount of all Obligations in respect of the Notes,
the Bank Notes and the Non-Affected Parity Debt outstanding on such date (before
giving effect to any new loans or extensions of credit made by the Secured
Creditors to the General Obligors on such date).

            (b) Section 4 of the Existing Intercreditor Agreement is hereby
amended to read in its entirety as set forth below:

            Section 4. Application of Moneys by Collateral Agent. All moneys
received by the Collateral Agent in respect of the Security, including all
moneys received by the Collateral Agent under the Mortgages, the General
Security Agreement, the Subsidiary Security Agreement, the Subsidiary Guarantee
or any other Security Document, shall, promptly upon receipt, be deposited in an
account into which the Collateral Agent shall deposit all amounts received by it
in its capacity as Collateral Agent and be applied as follows:

            (a) Upon a casualty, damage, destruction or a taking by eminent
      domain of all or any portion of the properties or assets of the Company or
      the Restricted Subsidiaries, the Company shall elect, as evidenced by an
      Officers' Certificate (which should also contain a calculation of Excess
      Taking Proceeds) within ninety (90) days of such event, whether or not to
      restore such properties or assets, or portion thereof. In the event the
      Company shall elect not to restore, or shall fail to make any election
      within said ninety (90) day period:

                  (i) All proceeds from any casualty, damage, destruction or
      taking by eminent domain of any Group A Property constituting Excess
      Taking Proceeds shall be paid to the Collateral Agent and shall be equally
      and ratably applied to the prepayment of (x) the Notes as provided in
      Section 9.3(b) of the Note Agreements, (y) the Bank Notes as provided in
      Section 2.7(c) of the Credit Agreement and (z) the Parity Debt in
      accordance with the terms of the Taking Proceeds Sharing Provisions of the
      Parity Debt Agreements, provided that, if a General Event of Default shall
      have occurred and be continuing, such amounts shall be applied in
      accordance with the priorities set forth in subsection (d) below. The
      aggregate amount of Excess Taking Proceeds to be applied to the prepayment
      of the Notes, the Bank Notes and the Parity Debt shall be an amount
      determined by multiplying the amount of Excess Taking Proceeds by a
      fraction, the numerator of which, in the case of the Notes, is the
      aggregate principal amount of the


                                       -3-
<PAGE>   24
      Notes, in the case of the Bank Notes, is the aggregate of all Commitments
      and in the case of (I) revolving Parity Debt, is the aggregate commitment
      amount in respect of such Parity Debt (the "Parity Debt Revolving
      Commitment") and (II) other Parity Debt, is the aggregate principal amount
      of such Parity Debt, and the denominator of which is the sum of the
      aggregate principal amount of the Notes, the Commitments, the Parity Debt
      Revolving Commitment and the aggregate principal amount of Parity Debt
      (other than revolving Parity Debt) at the time outstanding.

                  (ii) All proceeds from any casualty, damage, destruction or
      taking by eminent domain with respect to any Group B Property constituting
      Excess Taking Proceeds shall be paid to the Collateral Agent and shall be
      equally and ratably applied to the prepayment of (x) the Notes as provided
      in Section 9.3(b) of the Note Agreements, (y) the Bank Notes as provided
      in Section 2.7(c) of the Credit Agreement and (z) the Non-Affected Parity
      Debt in accordance with the terms of the Taking Proceeds Sharing
      Provisions of the applicable Parity Debt Agreements, provided that, if a
      General Event of Default shall have occurred and be continuing, such
      amounts shall be applied in accordance with the priorities set forth in
      subsection (e) below. The aggregate amount of Excess Taking Proceeds to be
      applied to the prepayment of the Notes, the Bank Notes and the
      Non-Affected Parity Debt shall be an amount determined by multiplying the
      amount of Excess Taking Proceeds by a fraction, the numerator of which, in
      the case of the Notes, is the aggregate principal amount of the Notes, in
      the case of the Bank Notes, is the aggregate of all Commitments, and in
      the case of (I) revolving Non-Affected Parity Debt is the aggregate
      commitment amount in respect of such Non-Affected Parity Debt (the
      "Non-Affected Parity Debt Revolving Commitment") and (II) other
      Non-Affected Parity Debt, is the aggregate principal amount of such
      Non-Affected Parity Debt and the denominator of which is the sum of the
      aggregate principal amount of the Notes, the Commitments at the time
      outstanding, the Non-Affected Parity Debt Revolving Commitment at the time
      outstanding and, without duplication, the aggregate principal amount of
      all Non-Affected Parity Debt (other than revolving Non-Affected Parity
      Debt).

            (b) All proceeds of business interruption insurance maintained by
      the Company and the Restricted Subsidiaries, if any, received by the
      Collateral Agent shall be applied as follows:

                  (i) such proceeds shall, unless a General Default or General
            Event of Default exists, be paid over or assigned to the Company or
            as it may direct; and

                  (ii) if a General Default or General Event of Default exists,
            such proceeds shall be held by the Collateral Agent as part of the
            Security and shall be applied in accordance with the priorities set
            forth in subsection (d) below.

            (c) All proceeds received from the Company by the Collateral Agent
      on account of voluntary sale, lease, abandonment or other disposition of
      any of the assets of the Company or any Restricted Subsidiary constituting
      Excess Sale Proceeds in


                                       -4-
<PAGE>   25
      accordance with Section 10.7(c) of the Note Agreements, Section 8.8(c) of
      the Credit Agreement and the Sale Proceeds Sharing Provisions of the
      Parity Debt Agreements shall be applied as follows:

                  (i) such Excess Sale Proceeds shall, unless such Excess Sale
            Proceeds are required to be used to prepay the Notes in accordance
            with Section 9.3(a) of the Note Agreements, the Bank Notes in
            accordance with Section 2.7(a) of the Credit Agreement and the
            Parity Debt in accordance with the Sale Proceeds Sharing Provisions
            of the Parity Debt Agreements or a General Default or General Event
            of Default exists, be paid over to the Company or as it may direct
            from time to time for the acquisition of replacement assets or other
            productive assets in accordance with Section 10.7(c)(ii)(B) of the
            Note Agreements, Section 8.8(c)(ii)(B) of the Credit Agreement and
            the Sale Proceeds Sharing Provisions of the Parity Debt Agreements,
            but only upon delivery by the Company of duly executed amendments
            and/or supplements (including additional mortgages or deeds or
            trust) to the Security Documents to cause such property or assets to
            become part of the General Collateral and to be subject to the Lien
            of the Security Documents, if required under Section 10.14 or 10.15
            of the Note Agreements, or Section 7.9 or 7.10 of the Credit
            Agreement, or the Security Documents together with a title policy in
            form reasonably satisfactory to the Requisite Percentage if such
            property or asset (x) is to be secured by a Mortgage and (y) has a
            fair market value (determined in good faith by the General Partner)
            or acquisition cost in excess of $500,000;

                  (ii) if such Excess Sale Proceeds are required to be used to
            prepay the Notes, the Bank Notes and the Parity Debt in accordance
            with Section 9.3(a) of the Note Agreements, Section 2.7(a) of the
            Credit Agreement and the Sale Proceeds Sharing Provisions of the
            Parity Debt Agreements, respectively, such Excess Sale Proceeds
            shall be applied pro rata in the manner calculated in clause (a)
            above to prepay the Notes, the Bank Notes and the Parity Debt as
            provided in Section 9.3(a) of the Note Agreements, Section 2.7(a) of
            the Credit Agreement and the Sale Proceeds Sharing Provisions of the
            Parity Debt Agreements, respectively;

                  (iii) if any Excess Sale Proceeds remain after the application
            of such Excess Sale Proceeds to the prepayment of the Notes, the
            Bank Notes and the Parity Debt pursuant to subparagraph (ii) above,
            and no General Default or General Event of Default exists, the
            Collateral Agent shall deliver such remaining Excess Sale Proceeds
            to the Company; and

                  (iv) if a General Default or General Event of Default exists,
            such Excess Sale Proceeds shall be held by the Collateral Agent as
            part of the Security and shall be applied in accordance with the
            priorities set forth in subsection (d) or subsection (e) below, as
            applicable.


                                       -5-
<PAGE>   26
            (d) All Group A Proceeds as to which specific provision for the
      application of such monies has not heretofore been made in this Section 4
      shall be applied to pay:

                  First: all reasonable fees, costs and expenses of the
            Collateral Agent and of the Cash Collateral Sub-Agent hereunder and
            all fees, costs and expenses, including but not limited to those of
            the Collateral Agent (including without limitation attorneys' fees
            and expenses) of (1) entering upon, taking possession of, holding,
            operating and managing the Security, or any part thereof, and any
            Impositions prior to the Liens of the Security Documents and (2) the
            sale of the Security or the General Collateral or any part thereof;

                  Second: all amounts of principal, interest and premium
            (including without limitation prepayment or "breakage" fees or costs
            and, in the case of the Notes, any Make Whole Amounts) at the time
            due and payable on the Notes, the Bank Notes and the Parity Debt at
            the time outstanding (whether at stated maturity or as an
            installment or by prepayment, acceleration, declaration or
            otherwise), including interest (to the extent permitted under
            applicable law) on any overdue principal, interest and premium
            (including without limitation prepayment or "breakage" fees or costs
            and, in the case of the Notes, Make Whole Amounts) on the Notes, the
            Bank Notes or any Parity Debt at the rate provided therefor in the
            Note Agreements, the Credit Agreement or the Parity Debt Agreements,
            as the case may be; and in case such monies shall be insufficient to
            pay in full the amounts so due and unpaid on all the Notes, the Bank
            Notes and the Parity Debt, then first, all amounts of interest at
            the time due and payable on the Notes, the Bank Notes and the Parity
            Debt, second, all amounts constituting premium (including without
            limitation prepayment or "breakage" fees or costs and, in the case
            of the Notes, Make Whole Amounts) at the time due and payable on the
            Notes, the Bank Notes and the Parity Debt, and third, all amounts of
            principal at the time due and payable on the Notes, the Outstanding
            Bank Obligations and the Parity Debt; and all such payments shall be
            made ratably and equally to the Note Holders, the Banks and the
            Parity Lenders entitled thereto, with each Note Holder, Bank or
            Parity Lender receiving that fraction of the total of all such
            amounts paid to the Note Holders, the Banks and the Parity Lenders
            as the aggregate amount of the type of obligation (e.g., principal,
            interest or premium) owed to each such Note Holder, Bank or Parity
            Lender bears to the sum of the aggregate amounts of said type of
            obligation owed to all the Note Holders, Banks and Parity Lenders;

                  Third: any Obligations secured by any Security Document and at
            the time due and owing, including without limitation any Note
            Obligations, Credit Obligations or Parity Debt Obligations other
            than amounts referred to in subdivisions First and Second above and
            in case such monies should be insufficient to pay in full the
            amounts so due and unpaid, all such payments shall be made ratably
            and equally to the Persons entitled thereto, each Person receiving
            that


                                       -6-
<PAGE>   27
            fraction of the total of all such amounts paid to all such Persons
            as the amount due to such Person bears to the sum of the amounts due
            to all such Persons; and

                  Fourth: the balance, if any, to the General Obligors or as
            they may direct if all conditions to the termination of this
            Agreement specified in Section 17 shall have been fulfilled, but if
            any such condition shall not have been fulfilled, to be held by the
            Collateral Agent and thereafter applied to any other payments
            required to be made in accordance with subdivisions First to Third,
            inclusive, above.

            (e) All Group B Proceeds as to which specific provision for the
      application of such monies has not heretofore been made in this Section 4
      shall be applied to pay:

                  First: all reasonable fees, costs and expenses of the
            Collateral Agent and of the Cash Collateral Sub-Agent hereunder and
            all fees, costs and expenses, including but not limited to those of
            the Collateral Agent (including without limitation attorneys' fees
            and expenses) of (1) entering upon, taking possession of, holding,
            operating and managing the Security, or any part thereof, and any
            Impositions prior to the Liens on the Group B Property and (2) the
            sale of the Security or the General Collateral or any part thereof;

                  Second: all amounts of principal, interest and premium
            (including without limitation prepayment or "breakage" fees or costs
            and, in the case of the Notes, any Make Whole Amounts) at the time
            due and payable on the Notes, the Bank Notes and the Non-Affected
            Parity Debt at the time outstanding (whether at stated maturity or
            as an installment or by prepayment, acceleration, declaration or
            otherwise), including interest (to the extent permitted under
            applicable law) on any overdue principal, interest and premium
            (including without limitation prepayment or "breakage" fees or costs
            and, in the case of the Notes, Make Whole Amounts) on the Notes, the
            Bank Notes or the Non-Affected Parity Debt at the rate provided
            therefor in the Note Agreements, the Credit Agreement or the
            applicable Parity Debt Agreements, as the case may be; and in case
            such monies shall be insufficient to pay in full the amounts so due
            and unpaid on all the Notes, the Bank Notes or the Non-Affected
            Parity Debt, then first, all amounts of interest at the time due and
            payable on the Notes, the Bank Notes and the Non-Affected Parity
            Debt, second, all amounts constituting premium (including without
            limitation prepayment or "breakage" fees or costs and, in the case
            of the Notes, Make Whole Amounts) at the time due and payable on the
            Notes, the Bank Notes and the Non-Affected Parity Debt, and third,
            all amounts of principal at the time due and payable on the Notes,
            the Outstanding Bank Obligations and the Non-Affected Parity Debt
            Obligations; and all such payments shall be made ratably and equally
            to the Non-Affected Lenders entitled thereto, with each Non-Affected
            Lender receiving that fraction of the total of all such amounts paid
            to the Non-Affected Lenders as the aggregate amount of the type of
            obligation (e.g., principal, interest or premium)


                                       -7-
<PAGE>   28
            owed to each such Non-Affected Lender bears to the sum of the
            aggregate amounts of said type of obligation owed to all the
            Non-Affected Lenders;

                  Third: any Obligations secured by any Security Document (other
            than the Obligations in respect of Affected Parity Debt) and at the
            time due and owing, including without limitation any Note
            Obligations, Credit Obligations or Non-Affected Parity Debt
            Obligations other than amounts referred to in subdivisions First and
            Second above and in case such monies should be insufficient to pay
            in full the amounts so due and unpaid, all such payments shall be
            made ratably and equally to the Persons entitled thereto, each
            Person receiving that fraction of the total of all such amounts paid
            to all such Persons as the amount due to such Person bears to the
            sum of the amounts due to all such Persons; and

                  Fourth: the balance, if any, to the General Obligors or as
            they may direct if all conditions to the termination of this
            Agreement specified in Section 17 shall have been fulfilled, but if
            any such condition shall not have been fulfilled, to be held by the
            Collateral Agent and thereafter applied to any other payments
            required to be made in accordance with subdivisions First to Third,
            inclusive, above.

            (f) Pending application in accordance with subsections (a) through
      (e) of this Section 4, all monies received by the Cash Collateral
      Sub-Agent hereunder shall be invested at the written direction of the
      Company in (collectively, the "Permitted Investments"):

                  (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
            of America, 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 S&P or Moody's,

                  (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 S&P or
            Moody's,

                  (iv) certificates of deposit maturing one year or less from
            the date of acquisition thereof issued by 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,


                                       -8-
<PAGE>   29
                  (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
            subject to the rights of the Cash Collateral Sub-Agent, the
            Collateral Agent and the Secured Creditors under the Financing
            Agreements by a custodian which is a Permitted Bank and which is not
            a counterparty to the repurchase agreement in question.

            (g) On each Application Date, each Affected Parity Lender shall, and
each Affected Parity Lender hereby agrees to, irrevocably sell a participation
interest in, without recourse or warranty of any kind whatsoever (except that
each such Affected Parity Lender shall warrant that it is the legal and
beneficial owner of the Affected Parity Debt participated by it under this
Section 4(g) and that such Affected Parity Debt is held by such Affected Parity
Lender free and clear of adverse claims), to each Non-Affected Lender, and each
Non-Affected Lender shall, and each Non-Affected Lender hereby agrees to,
irrevocably acquire from each Affected Parity Lender, a participation interest
in the principal amount of the Affected Parity Debt of such Affected Parity
Lender (each, an "Acquired Portion") outstanding on the Application Date in an
amount equal to (1) such Non-Affected Lender's Percentage on such Application
Date multiplied by (2) such Affected Parity Lender's pro rata portion of the
amount of Group B Proceeds that would have been received by all Affected Parity
Lenders had such Group B Proceeds been applied as Group A Proceeds in accordance
with the terms of Section 4(a)(i) or Section 4(d), as the case may be. The
Collateral Agent shall notify each Secured Creditor of the amount required to be
paid by or to each Secured Creditor at or before 9:00 a.m. San Francisco time on
the Application Date. Such participation and acquisition shall be effective on
the Application Date automatically and without any action required on the part
of any party other than the payment by the Non-Affected Lenders to the
Collateral Agent for the account of the Affected Parity Lenders of an aggregate
amount equal to the Acquired Portion, which amount shall be allocated and paid
by the Collateral Agent at or before 12:00 p.m. San Francisco time on the
Application Date to each Affected Parity Lender pro rata based upon the
respective reductions in the principal amount of the Affected Parity Debt held
by such Affected Parity Lender on the Application Date. Each of the Collateral
Agent and the Secured Creditors shall adjust its records accordingly to reflect
the payment of the Acquired Portion. The application of proceeds on each
Application Date and the payment thereof to each Non-Affected Lender shall be
made by the Collateral Agent at or before 10:00 a.m. San Francisco time on such
date in Dollars and immediately available funds and payment to be made in
respect of the Acquired Portion shall


                                       -9-
<PAGE>   30
be made by the Non-Affected Lenders to the Collateral Agent in Dollars in
immediately available funds at or before 11:00 a.m. San Francisco time on the
Application Date."

            (h) Section 6(a) of the Existing Intercreditor Agreement is hereby
amended by deleting the word "and" at the end of clause (iii), replacing the "."
at the end of clause (iv) with "; and" and adding the following as clause (v) of
Section 6(a):

                  "(v) the Company shall have delivered to the Collateral Agent
an Officers' Certificate in which the Company represents and warrants to the
Cash Collateral Sub-Agent, the Collateral Agent, the Agent, the Banks, the
Parity Lenders, if any, the Parity Agent, if any, and each Note Holder that, as
of the date of the incurrence of such Indebtedness, there are no Liens on the
General Collateral other than Liens permitted under Section 8.3 of the Credit
Agreement, Section 10.2 of the Note Agreements and any applicable provision of
any Parity Debt Agreement."

            SECTION 2. Conditions to Effectiveness. The amendments set forth in
Section 1 of this Amendment shall become effective only upon the satisfaction of
the following condition precedent (the date of satisfaction of such condition
being referred to as the "Amendment Effective Date"):

            On or before the Amendment Effective Date, the Collateral Agent
shall have received, on behalf of the Secured Creditors, this Amendment, duly
executed and delivered by each of the General Obligors, the Requisite Note
Holders, the Requisite Banks, the Agent, the Collateral Agent and the Cash
Collateral Sub-Agent.

            SECTION 3. The General Obligors' Representations and Warranties. In
order to induce the Collateral Agent, the Agent, the Banks, the Note Holders and
the Cash Collateral Sub-Agent to enter into this Amendment and to amend the
Existing Intercreditor Agreement in the manner provided in this Amendment, each
General Obligor represents and warrants to each of the Collateral Agent, the
Agent, the Banks, the Note Holders and the Cash Collateral Sub-Agent as of the
Amendment Effective Date as follows:

                  (a) Power and Authority. The Company has all requisite
partnership power and authority to enter into this Amendment and to carry out
the transactions contemplated by, and perform its obligations under, the
Existing Intercreditor Agreement as amended by this Amendment (hereafter
referred to as the "Amended Intercreditor Agreement"). The General Partner has
all requisite corporate power and authority to enter into this Amendment in its
individual capacity and in its capacity as the sole general partner of the
Company and to carry out the transactions contemplated by, and perform its
obligations under, the Amended Intercreditor Agreement. Petrolane has all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Amended Intercreditor Agreement. Each Restricted Subsidiary has all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Amended Intercreditor Agreement.


                                      -10-
<PAGE>   31
                  (b) Authorization of Agreements. The execution and delivery of
this Amendment by the Company, the General Partner, Petrolane and each
Restricted Subsidiary and the performance of the Amended Intercreditor Agreement
by the Company, the General Partner, Petrolane and each Restricted Subsidiary
have been duly authorized by all necessary action, and this Amendment has been
duly executed and delivered by the Company, the General Partner, Petrolane and
each Restricted Subsidiary.

                  (c) Enforceability. The Amended Intercreditor Agreement
constitutes the legal, valid and binding obligation of the Company, the General
Partner, Petrolane and each Restricted Subsidiary enforceable against the
Company, the General Partner, Petrolane and each Restricted Subsidiary in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights
generally.

                  (d) No Conflict. The execution, delivery and performance by
each of the Company, the General Partner, Petrolane and the Restricted
Subsidiaries of this Amendment, and the performance by each of the Company, the
General Partner, Petrolane and the Restricted Subsidiaries of the Amended
Intercreditor Agreement do not and 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 General
Obligors to create) any Lien not permitted by Section 8.3 of the Credit
Agreement and Section 10.2 of the Note Agreements.

                  (e) Governmental Consents. 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 Amendment by the Company, the General Partner, Petrolane and
the Restricted Subsidiaries.

                  (f) Representations and Warranties in the Intercreditor
Agreement. The Company, the General Partner and Petrolane confirm that, as of
the Amendment Effective Date, that no General Default or General Event of
Default has occurred and is continuing.

                  (g) Liens. As of the Amendment Effective Date, there are no
Liens on the General Collateral other than Liens permitted under Section 8.3 of
the Credit Agreement and Section 10.2 of the Note Agreements.

                  (h) Subsidiaries. As of the Amendment Effective Date, the
Company has no Restricted Subsidiaries other than AmeriGas Propane Parts &
Service, Inc.


                                      -11-
<PAGE>   32
            SECTION 4. Acknowledgment. Each of the Banks and the Note Holders
 acknowledges that (a) except as otherwise agreed by the Company, no amendments
 to Mortgages or title insurance endorsements will be obtained in connection
 with any issuance of Parity Debt and (b) endorsements with respect to title
 insurance policies (and any amendments to Mortgages required in connection
 therewith) were obtained as set forth on Schedule I hereto.

            SECTION 5. Miscellaneous.

                  (a) Reference to and Effect on the Existing Intercreditor
Agreement and the Security Documents.

                        (i) Except as specifically amended by this Amendment
      and the documents executed and delivered in connection herewith, the
      Existing Intercreditor Agreement and the Security Documents shall remain
      in full force and effect and are hereby ratified and confirmed.

                        (ii) The execution and delivery of this Amendment and
      performance of the Amended Intercreditor Agreement shall not, except as
      expressly provided herein, constitute a waiver of any provision of, or
      operate as a waiver of any right, power or remedy of the Banks under, the
      Existing Intercreditor Agreement or any Security Document.

                        (iii) Upon the conditions precedent set forth herein
      being satisfied, this Amendment shall be construed as one with the
      Existing Intercreditor Agreement, and the Existing Intercreditor Agreement
      shall, where the context requires, be read and construed throughout so as
      to incorporate this Amendment.

                  (b) Fees and Expenses. The Company, the General Partner and
Petrolane acknowledge that all reasonable costs, fees and expenses incurred in
connection with this Amendment will be paid in accordance with Section 11 of the
Intercreditor Agreement, Section 11.4 of the Credit Agreement and Section 16.1
of the Note Agreements.

                  (c) Headings. Section and subsection headings in this
Amendment are included for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

                  (d) Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                  (e) Governing Law. This Amendment shall be governed by and
construed according to the laws of the State of New York.


                                      -12-
<PAGE>   33
            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.


                                    AMERIGAS PROPANE, L.P., a Delaware
                                    limited partnership

                                    By:  AMERIGAS PROPANE, INC.
                                    Its: General Partner


                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                    AMERIGAS PROPANE, INC.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                    PETROLANE INCORPORATED


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                    AMERIGAS PROPANE PARTS & SERVICE,
                                      INC.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -13-
<PAGE>   34
                                  NOTE HOLDERS

                                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                                    (registered holder of Notes #RA-1, RA-2,
                                    RA-4 and RA-5)


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -14-
<PAGE>   35
                                    PRUCO LIFE INSURANCE COMPANY
                                      (registered holder of Note #RA-3)


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -15-
<PAGE>   36
                                    METROPOLITAN LIFE INSURANCE
                                      COMPANY (registered holder of Note #RB-1)


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -16-
<PAGE>   37
                                    THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
                                      UNITED STATES (registered holder of Note
                                      #RC-1)


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -17-
<PAGE>   38
                                    CIG & CO. (registered holder of Notes #RC-2,
                                      RC-3, RC-4, RC-6 and RC-14 (beneficially
                                      owned by Connecticut General Life
                                      Insurance Company); registered holder of
                                      Note #RA-7 (beneficially owned by Century
                                      Indemnity Company); Note #RC-12
                                      (beneficially owned by Insurance Company
                                      of North America); and Note #RC-13
                                      (beneficially owned by Life Insurance
                                      Company of North America))


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -18-
<PAGE>   39
                                    TEACHERS INSURANCE AND ANNUITY
                                       ASSOCIATION OF AMERICA (registered
                                       holder of Note #RC-10)


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -19-
<PAGE>   40
                                    TRAL & CO (registered holder of Note #RC-11
                                      (beneficially owned by Travelers Insurance
                                      Company))


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -20-
<PAGE>   41
                                    LINCOLN NATIONAL LIFE INSURANCE COMPANY
                                      (registered holder of Note #RC-15)


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -21-
<PAGE>   42
                                    AGENT

                                    BANK OF AMERICA NATIONAL TRUST AND
                                       SAVINGS ASSOCIATION, as Agent


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -22-
<PAGE>   43
                                    BANKS

                                    BANK OF AMERICA NATIONAL TRUST AND
                                       SAVINGS ASSOCIATION, as a Bank and an
                                       Issuing Bank


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -23-
<PAGE>   44
                                    FIRST UNION NATIONAL BANK, as a Bank and
                                       as Syndication Agent


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -24-
<PAGE>   45
                                    THE BANK OF NEW YORK


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -25-
<PAGE>   46
                                    CORESTATES BANK, N.A.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -26-
<PAGE>   47
                                    MELLON BANK, N.A.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -27-
<PAGE>   48
                                    THE FIRST NATIONAL BANK OF MARYLAND


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -28-
<PAGE>   49
                                    THE BANK OF TOKYO - MITSUBISHI LTD.,
                                       NEW YORK BRANCH


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -29-
<PAGE>   50
                                    PNC BANK, NATIONAL ASSOCIATION


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -30-
<PAGE>   51
                                    UNION BANK OF CALIFORNIA, N.A.


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -31-
<PAGE>   52
                                    COLLATERAL AGENT

                                    BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                                      ASSOCIATION, as Collateral Agent


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -32-
<PAGE>   53
                                    CASH COLLATERAL SUB-AGENT

                                    MELLON BANK, N.A., as Cash Collateral Sub-
                                      Agent


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                      -33-
<PAGE>   54
                                                                      SCHEDULE I


<TABLE>
<CAPTION>
                                         AMENDED                   TITLE POLICY
        ADDRESS                          MORTGAGE                   ENDORSEMENT
-------------------------------------------------------------------------------------
<S>                                   <C>                     <C>
Osyart Road, Bumstead,                Recorded 3/27/98        Policy #137-00-003-314
  Maricopa County, AZ*                Instrument #98-0241615  Dated 3/27/98
-------------------------------------------------------------------------------------
2110 N. Gaffey Street, San Pedro,                             Policy #137-00-005-303
  Los Angeles County, CA*             N/A                     Dated 9/15/97
-------------------------------------------------------------------------------------
2675 N. Temple Avenue, Signal Hill,                           Policy #135-00-538-760
  Los Angeles County, CA              N/A                     Dated 9/15/97
-------------------------------------------------------------------------------------
16800 South Main Street, Carson,                              Policy #135-00-538-761
  Los Angeles County, CA              N/A                     Dated 9/15/97
-------------------------------------------------------------------------------------
9608 Cherry Avenue, Fontana,                                  Policy #82-03-134-439
  San Bernardino County, CA           N/A                     Dated 9/15/97
-------------------------------------------------------------------------------------
295 E. Virginia Street, San Jose,                             Policy #135-00-525-911
  Santa Clara County, CA              N/A                     Dated 9/15/97
-------------------------------------------------------------------------------------
232 Mt. Hermon Road, Scotts Valley,                           Policy #112-00-398-650
  Santa Cruz County, CA               N/A                     Dated 9/15/97
-------------------------------------------------------------------------------------
52 Lower Bartlett Road, Waterford,    Recorded 9/29/97        Policy #112-00-689253
  New London County, CT               Vol. 0473 Page 0132     Dated 9/29/97
-------------------------------------------------------------------------------------
10052 N.W. 89th Avenue, Medley,       Recorded 10/2/97        Policy #82-02-875613
  Dade County, FL                     17814 Page 0674         Dated 5/11/98
                                      Instrument #97R448821
-----------------------------------------------------------------------------------
1830 East 3rd Street, Panama City,    Recorded 10/23/97       Policy #82-01-853324
  Bay County, FL*                     Book 1744 Page 1774     Dated
                                      File #97049929
-------------------------------------------------------------------------------------
2715 Woodwin Road, Doraville,         Recorded 9/29/97        Policy #112-00-273266
  DeKalb County, GA                   Book 9634 Page 143      Dated 11/25/97
-------------------------------------------------------------------------------------
Lot 2999, Honolulu,                   N/A                     Policy #T107-42270
  Honolulu County, HI                                         Dated 9/15/97
-------------------------------------------------------------------------------------
Lot 53 of "THE MILLYARD               N/A                     Policy #T107-42270
  SUBDIVISION", Halieu (Maui),                                Dated 9/15/97
  Maui County, HI
-------------------------------------------------------------------------------------
2400 Terminal Drive, Arlington Hts.,  N/A                     Policy #112-00-3737437
  Cook County, IL                                             Dated 6/21/95
-------------------------------------------------------------------------------------
3801 South Cicero Avenue, Cicero,     N/A                     Policy #112-00-737438
  Cook County, IL                                             Dated 6/21/95
-------------------------------------------------------------------------------------
2801 East 175th Street, Lansing,      N/A                     Policy #112-00-73439
  Cook County, IL                                             Dated 6/21/95
-------------------------------------------------------------------------------------
522 South Vermont Street, Palatine,   N/A                     Policy #112-00-737440
  Cook County, IL                                             Dated 6/21/95
-------------------------------------------------------------------------------------
6300 Cliffdale Road, Fayetteville,    N/A                     Policy 112-00-838604
  Cumberland County, NC                                       Dated 9/25/97
-------------------------------------------------------------------------------------
</TABLE>

*Leasehold mortgage


                                        1
<PAGE>   55

                                                                      SCHEDULE I


<TABLE>
<S>                                   <C>                     <C>
-------------------------------------------------------------------------------------
Route 206, Bordentown,                Recorded 10/1/97        Policy #112-02-239349
  Burlington County, NJ               MB6976 Page 273         Dated 10/1/97
-------------------------------------------------------------------------------------
Route 24, Chester,                    Recorded 10/1/97        Policy #112-02-239350
  Morris County, NJ                   MB7212 Page 47          Dated 5/5/98
-------------------------------------------------------------------------------------
</TABLE>

*Leasehold mortgage


                                        2