<PAGE>
                                                                   Exhibit 10.22


            AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


            THIS AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT") is executed as of the 28th day of June, 2002 (the "AMENDMENT
EFFECTIVE DATE"), among VALLEY NATIONAL GASES, INC., a West Virginia corporation
(the "COMPANY"), VALLEY NATIONAL GASES INCORPORATED, a Pennsylvania corporation
("VNGI"), VALLEY NATIONAL GASES DELAWARE, INC., a Delaware corporation
("VNGDI"), BANK ONE, INDIANA, NATIONAL ASSOCIATION, a national banking
association ("BANK ONE"), LASALLE BANK NATIONAL ASSOCIATION, a national banking
association ("LASALLE"), FIRSTAR, N.A. (formerly, Star Bank, National
Association), a national banking association with its principal office in
Cincinnati, Ohio ("FIRSTAR"), BANK OF AMERICA, N.A. (successor to NationsBank,
N.A.), a national banking association ("B OF A"), NATIONAL CITY BANK, a national
banking association ("NATIONAL CITY"), THE HUNTINGTON NATIONAL BANK, a national
banking association ("HUNTINGTON"), WESBANCO BANK, INC. "WESBANCO"), and SKY
BANK ("SKY BANK") (collectively, the "ORIGINAL SIGNATORY LENDERS"), National
City, as syndication agent ("SYNDICATION AGENT"), and Bank One, as
administrative and collateral agent for the Lenders (in such capacity, the
"AGENT"; Syndication Agent, and Agent being collectively referred to as the
"AGENTS"), and Fifth Third Bank ("FIFTH THIRD").

                                    Recitals

            1. The Company, VNGI, VNGDI, the Original Signatory Lenders, and the
Agents are parties to a Second Amended and Restated Credit Agreement, dated as
of May 1, 2000, as amended (the "CREDIT AGREEMENT").

            2. The Company has requested the Lenders to amend the Credit
Agreement as provided in this Amendment. Subject to the terms and conditions
stated in this Amendment, the Lenders (other than Firstar and B of A) are
willing to amend the Credit Agreement as provided in this Amendment.

                                    Amendment

            NOW, THEREFORE, in consideration of the Recitals, the mutual
covenants and agreements herein, and each act performed and to be performed
hereunder, the parties hereto agree as follows:

            1. Definitions. All terms used in this Amendment that are defined in
the Credit Agreement and that are not otherwise defined in this Amendment shall
have the same meanings in this Amendment as are ascribed to such terms in the
Credit Agreement, as amended by this Amendment.
<PAGE>
            2. Assignment and Transfer of Commitments.

      (a) Effective as of the Amendment Effective Date, each of the Original
      Signatory Lenders irrevocably sells and assigns to the Signatory Lenders,
      without recourse, and each Signatory Lender irrevocably purchases and
      assumes from the Original Signatory Lenders, without recourse, a portion
      of their respective Commitments, Revolving Loans Commitment Percentages of
      the Revolving Loans, Term Loan Commitment Percentages of the Term Loan,
      and Commitment Percentages under the Credit Agreement and the rights,
      interests and obligations associated therewith, including, without
      limitation, its rights and interests in respect of the Obligations (other
      than Obligations under Interest Rate Agreements), such that on and after
      the Amendment Effective Date, each Signatory Lender's Revolving Loans
      Commitment Percentage, Term Loan Commitment Percentage, and Commitment
      Percentage shall be as set forth in Exhibit B to this Amendment (in each
      case, the "ASSIGNED INTEREST"). Each Signatory Lender who is an assignee
      of an Assigned Interest (an "ASSIGNEE LENDER") hereby accepts and assumes
      the rights, interests and obligations so assigned to it.

      (b) Each Original Signatory Lender who is the assignor of an Assigned
      Interest (i) makes no representation or warranty and assumes no
      responsibility with respect to any statements, warranties or
      representations made in or in connection with the Credit Agreement, as
      amended by the Amendment, or any other Loan Document, or the execution,
      legality, validity, enforceability, genuineness, sufficiency or value of
      the Credit Agreement, any Collateral or any of the Loan Documents, except
      that such Original Signatory Lender represents and warrants to each
      Assignee Lender that such Original Signatory Lender is the legal and
      beneficial owner of its Assigned Interest and that such interest is free
      and clear of any lien or adverse claim; and (ii) makes no representation
      or warranty and assumes no responsibility with respect to the financial
      condition of any Credit Party or the performance or observance by any
      Credit Party of its obligations under the Credit Agreement or any of the
      Loan Documents.

      (c) In consideration of the assignment of the Assigned Interests, on the
      Amendment Effective Date, each Assignee Lender shall pay to the Agent, for
      the account the Original Signatory Lenders who are the assignors of the
      Assigned Interests, an amount equal to the outstanding principal balance
      of the Obligations corresponding to the portion of Assigned Interests
      assigned to such Assignee Lender. From and after the Amendment Effective
      Date, the Agent shall make all payments to the Assignee Lenders in respect
      of the Assigned Interests.

      (d) From and after the Amendment Effective Date, each Original Signatory
      Lender who is the assignor of an Assigned Interest shall, to the extent of
      the Assigned Interest assigned by it, relinquish its rights and be
      released from its obligations under the Credit Agreement, as amended by
      this Amendment.

            3. Amendments to Credit Agreement. Effective as of the Amendment
Effective Date, the Credit Agreement is amended as follows:
<PAGE>
      (a) New Definitions. Section 1.01 of the Credit Agreement is amended by
      the addition of each of the following new definitions:

            "Amendment" means the Amendment to Second Amended and Restated
            Credit Agreement dated as of the Amendment Effective Date, among the
            Credit Parties, the Lenders, and the Agents.

            "Amendment Effective Date" means June 28, 2002.

            "Old Term Loan" means the term loan extended to the Company under
            Section 2.04 of the Agreement prior to the Amendment Effective Date.

            "Signatory Lender" means (i) prior to the Amendment Effective Date,
            those Lenders identified as the Signatory Lenders in the preamble to
            this Agreement, and (ii) from and after the Amendment Effective
            Date, Bank One, LaSalle, National City, Huntington, WesBanco, Sky
            Bank, and Fifth Third Bank.

      (b) Amended Definitions. The following definitions set forth in Section
      1.01 of the Credit Agreement are amended and restated in their respective
      entireties to read as follows:

            "Agent" means (i) prior to the Amendment Effective Date, those
            parties identified as the Agents in the preamble to this Agreement,
            and (ii) from and after the Amendment Effective Date, the Agent and
            the Syndication Agent.

            "Applicable LOC Fee Percentage" means the rate per annum at which
            the commission due on each Letter of Credit will be calculated,
            which rate shall be determined by reference to the Ratio of Total
            Funded Debt to EBITDA in accordance with the following table:

<TABLE>
<CAPTION>
                       Ratio of
              Total Funded Debt to EBITDA          Applicable LOC Fee Percentage
              ---------------------------          -----------------------------
<S>                                                <C>
                    3.75 or above                              2.75%
                     3.50 to 3.74                             2.625%
                     3.00 to 3.49                             2.375%
                     2.50 to 2.99                             2.125%
                     2.00 to 2.49                              1.75%
                      Below 2.00                               1.50%
</TABLE>

            The Applicable LOC Fee Percentage shall be determined on the
            Amendment Effective Date on the basis of the Ratio of Total Funded
            Debt to EBITDA for the Credit Parties and their respective
            Subsidiaries in effect on the Amendment Effective Date (which the
            Company and the Lenders agree for purposes of the Applicable LOC Fee
            Percentage, the Applicable Spread and the Applicable
<PAGE>
            Unused Commitment Fee Percentage is greater than 3.75) and shall be
            redetermined, based on the Ratio of Total Funded Debt to EBITDA as
            of the close of each fiscal quarter of the Company ending after June
            30, 2002, concurrently with each adjustment to the "Ratio of Total
            Funded Debt to EBITDA" (as provided in the definition of Ratio of
            Total Funded Debt to EBITDA in this Agreement), with such
            redetermined Applicable LOC Fee Percentage to be effective as and
            for the period provided in the definition of "Ratio of Total Funded
            Debt to EBITDA."

            "Applicable Spread" means the percentage per annum to be taken into
            account in determining any LIBOR-based Rate and any Prime-based Rate
            as provided in this Agreement, which number shall be determined by
            reference to the Ratio of Total Funded Debt to EBITDA in accordance
            with the following table:

<TABLE>
<CAPTION>
             Ratio of Total Funded                If Determining a                 If Determining a
                Debt to EBITDA                   Prime-based Rate                 LIBOR-based Rate
                --------------                   ----------------                 ----------------
<S>                                              <C>                              <C>
                 3.75 or above                         1.0%                             2.75%
                 3.50 to 3.74                         0.875%                           2.625%
                 3.00 to 3.49                         0.625%                           2.375%
                 2.50 to 2.99                         0.375%                           2.125%
                 2.00 to 2.49                           0%                              1.75%
                less than 2.00                          0%                              1.50%
</TABLE>

            The Applicable Spread shall be determined on the Amendment Effective
            Date on the basis of the Ratio of Total Funded Debt to EBITDA for
            the Credit Parties and their respective Subsidiaries in effect on
            the Amendment Effective Date, as provided in the definition of
            "Applicable LOC Fee Percentage" in this Agreement, and shall be
            redetermined, based on the Ratio of Total Funded Debt to EBITDA as
            of the close of each fiscal quarter of the Company ending after June
            30, 2002, concurrently with each adjustment to the "Ratio of Total
            Funded Debt to EBITDA" (as provided in the definition of Ratio of
            Total Funded Debt to EBITDA in this Agreement), with such
            redetermined Applicable Spread be effective as and for the period
            provided in the definition of "Ratio of Total Funded Debt to
            EBITDA."

            "Applicable Unused Commitment Fee Percentage" means the percentage
            per annum determined by reference to the Ratio of Total Funded Debt
            to EBITDA in accordance with the following table:
<PAGE>
<TABLE>
<CAPTION>
                       Ratio of
              Total Funded Debt to EBITDA       Applicable Unused Commitment Fee Percentage
              ---------------------------       -------------------------------------------
<S>                                             <C>
                    3.75 or above                                  0.50%
                     3.50 to 3.74                                  0.50%
                     3.00 to 3.49                                 0.375%
                     2.50 to 2.99                                 0.375%
                     2.00 to 2.49                                  0.35%
                      Below 2.00                                   0.30%
</TABLE>

            The Applicable Unused Commitment Fee Percentage shall be determined
            on the Amendment Effective Date on the basis of the Ratio of Total
            Funded Debt to EBITDA in effect on the Amendment Effective Date, as
            provided in the definition of "Applicable LOC Fee Percentage" in
            this Agreement, and shall be redetermined, based on the Ratio of
            Total Funded Debt to EBITDA as of the close of each fiscal quarter
            of the Company ending after June 30, 2002, concurrently with each
            adjustment to the "Ratio of Total Funded Debt to EBITDA" (as
            provided in the definition of Ratio of Total Funded Debt to EBITDA
            in this Agreement), with such redetermined Applicable Unused
            Commitment Fee Percentage to be effective as and for the period
            provided in the definition of "Ratio of Total Funded Debt to
            EBITDA."

            "GAAP" means generally accepted accounting principles in the United
            States of America as in effect from time to time, which shall
            include the official interpretations thereof by the Financial
            Accounting Standards Board, consistently applied (from and after the
            date hereof) and for the period as to which such accounting
            principles are to apply, provided that for purposes of calculations
            to determine compliance with the covenants in Section 5.01(g),
            "GAAP" shall mean generally accepted accounting principles in the
            United States of America on the Amendment Effective Date, including
            official interpretations thereof by the Financial Accounting
            Standards Board, excluding SFAS 141, 142 and 133, consistently
            applied for the period from and after the Amendment Effective Date
            and for the period to which such accounting principles are to apply.
            Except as otherwise provided in this Agreement, to the extent
            applicable, all computations and determinations as to accounting or
            financial matters and all Financial Statements to be delivered
            pursuant to this Agreement shall be made and prepared in accordance
            with GAAP (including principles of consolidation where appropriate),
            and, to the extent applicable, all accounting or financial terms
            shall have the meanings ascribed to such terms by GAAP.
<PAGE>
            "Loan Documents" means, collectively, this Agreement, the Revolving
            Notes, the Term Notes, the Company Security Agreement, the Company
            Pledge Agreement, the Parent Guaranties, the Parent Pledge
            Agreements, the Parent Security Agreements, the Subsidiary
            Guaranties, the Subsidiary Security Agreements, the Intercreditor
            Agreements, any and all Reimbursement Agreements, the Agent Fee
            Agreement, the Master Agreement and any and all Interest Rate
            Agreements which at any time from and after the Closing Date may be
            made between the Company and any of the Lenders (including without
            limitation any Interest Rate Agreement between the Company and B of
            A outstanding on the Amendment Effective Date), and all other
            instruments, agreements and documents executed and delivered or to
            be delivered by any Person pursuant to or by virtue of this
            Agreement, as each of the foregoing may be amended, modified,
            extended, renewed, supplemented and/or restated from time to time
            and at any time, and when used in the singular form, means any of
            the Loan Documents, as the context requires.

            "Maximum Availability" means $75,000,000.00 or such greater amount
            as may be established pursuant to Section 2.02(g) of this Agreement.
            If an Event of Default or an Unmatured Event of Default has occurred
            and is continuing and the Agent shall have notified the Company of
            the election of the Required Lenders to take any action specified in
            Section 7.02 of this Agreement, the Maximum Availability shall be
            automatically reduced to zero (0) dollars without any action on the
            part of or the giving of any additional notice to the Company by the
            Lenders or the Agent.

            "Scheduled Revolving Loans Maturity Date" means June 27, 2005, or
            such later date as may be established pursuant to the terms of
            Section 2.02(f) of this Agreement.

            "Scheduled Term Loan Maturity Date" means June 27, 2005.

      (c) Amendment of Section 2.02 (b). Section 2.02 (b) of the Credit
      Agreement is amended and restated in its entirety to read as follows:

            The obligation of the Company to repay the Revolving Loans shall be
            evidenced by promissory notes executed by the Company to each of the
            Revolver Lenders in the form of Exhibit E attached to the Amendment
            (as the same may be amended, modified, extended, renewed,
            supplemented, replaced and/or restated from time to time and at any
            time, the "REVOLVING NOTES"). So long as no Event of Default or
            Unmatured Event of Default shall have occurred and be continuing and
            until the Revolving Loans Maturity Date, the Company may borrow,
            repay (subject to the requirements of Section 2.06 of this
            Agreement) and reborrow under the Revolving Notes on any Banking
            Day, provided that
<PAGE>
            Company shall not be entitled to receive and the Revolver Lenders
            shall not be obligated to make any Advance: (i) at any time an Event
            of Default or an Unmatured Event of Default has occurred or is
            continuing; (ii) if the amount of such Advance would exceed the
            amount of the Remaining Availability as of the date of such Advance;
            or (iii) if after making such Advance the aggregate principal
            balance of the Revolving Loans would exceed the Maximum Revolver
            Availability. Each Advance shall be conditioned upon receipt by the
            Agent from the Company of an Application for Revolving Loans Advance
            and an Officer's Certificate, provided that the Agent may, at its
            discretion, make a disbursement upon the oral request of the Company
            made by an Authorized Officer, or upon a request transmitted to the
            Agent by telecopy or by any other form of written electronic
            communication (all such requests for Advances being hereafter
            referred to as "INFORMAL REQUESTS"). The Agent shall promptly give
            each Revolver Lender telephonic notice (confirmed in writing, which
            may be by telecopy) of each Advance request. In so doing, the Agent
            may rely on any informal request which shall have been received by
            it in good faith from a Person reasonably believed to be an
            Authorized Officer. Each informal request shall be promptly
            confirmed by a duly executed Application for a Revolving Loans
            Advance and Officer's Certificate if the Agent so requires and shall
            in and of itself constitute the representation of the Company that
            no Event of Default or Unmatured Event of Default has occurred and
            is continuing or would result from the making of the requested
            Advance, that the requested Advance would not exceed the Remaining
            Availability then outstanding, and that the making of the requested
            Advance would not cause the aggregate principal balance of the
            Revolving Loans to exceed the Maximum Revolver Availability. All
            borrowings and reborrowings and all payments shall be in amounts of
            not less than One Hundred Thousand Dollars ($100,000), except for
            payment of the entire aggregate principal balance of the Revolving
            Loans, except for special prepayments of principal required under
            the terms of Section 2.06 of this Agreement, and except as provided
            in Section 2.05(a) with respect to LIBOR Advances. Upon receipt of
            an Application for a Revolving Loans Advance, or at the Agent's
            discretion upon receipt of an informal request for an Advance and
            upon compliance with any other conditions of lending stated in
            Section 6.01 of this Agreement applicable to the Revolving Loans,
            the Agent shall disburse the amount of the requested Advance to the
            Company as provided in Section 2.02(c). Except as the Agent and the
            Revolver Lenders may otherwise determine in their absolute
            discretion, no Advance will be made on the day the Agent receives
            the Application for a Revolving Loans Advance or informal
<PAGE>
            request for Advance is received by the Agent unless such Application
            or request is received by the Agent prior to 12:00 noon,
            Indianapolis, Indiana time. Advances by each Revolver Lender and
            payments by the Company shall be recorded by each Revolver Lender on
            its books and records, and the principal amount outstanding from
            time to time, plus interest payable thereon, shall be determined by
            reference to the books and records of each Revolver Lender. The
            Revolver Lenders' books and records shall be presumed prima facie to
            be correct as to such matters.

      (d) Amendment of Section 2.02 (g). The first sentence of Section 2.02 (g)
      of the Credit Agreement is amended and restated in its entirety to read as
      follows:

            The Company may, at any time, request the Revolver Lenders in
            writing to increase the total Commitments of the Revolver Lenders
            with respect to the Revolving Loans, provided that (i) such increase
            shall not cause the aggregate total Revolving Loans Commitments to
            exceed One Hundred Million Dollars ($100,000,000.00), and (ii) no
            Event of Default shall have occurred or be continuing.

      (e) Amendment of Section 2.03 (a)(1) and (2). Section 2.03 (a)(1) and
      Section 2.03(a)(2) of the Credit Agreement are amended and restated in
      their entireties to read as follows:

            (1) The aggregate Letter of Credit Exposure shall not at any time
            exceed the lesser of (A) Fifteen Million Dollars ($15,000,000) or
            (B) the Maximum Availability at such time minus the aggregate
            outstanding principal balance of all Revolving Loans at such time;

            (2) The Company shall not request and Bank One shall have no
            obligation to issue any Letter of Credit: (i) at any time any Event
            of Default or Unmatured Event Default shall have occurred and be
            continuing; (ii) at any time after the Revolving Loans Maturity
            Date; (iii) if, after giving effect to such issuance, the aggregate
            Letter of Credit Exposure would exceed the lesser of (A) Fifteen
            Million Dollars ($15,000,000) or (B) the Maximum Availability then
            outstanding minus the then aggregate outstanding principal balance
            of all Revolving Loans; (iv) if the face amount of such Letter of
            Credit would exceed the then outstanding Remaining Availability; or
            (v) for any purpose other than those permitted hereunder;

      (f) Amendment of Section 2.04(a). Section 2.04 (a) of the Credit Agreement
      is amended and restated in its entirety to read as follows:
<PAGE>
            (a) The Term Loan -- General. Each Term Lender severally agrees,
            subject to the terms and conditions of this Agreement, to loan to
            the Company the principal amount equal to its Term Loan Commitment
            Percentage of Fifteen Million Dollars ($15,000,000.00) for the term
            period beginning on the Amendment Effective Date and ending on the
            Term Loan Maturity Date (collectively, the "TERM LOAN").

            The proceeds of the Term Loan shall be disbursed on the Amendment
            Effective Date, and shall be used, first, to refinance the Old Term
            Loan, and second, to pay a portion of the principal of the Revolving
            Loans.

      (g) Amendment of Section 2.04(b). Section 2.04 (b) of the Credit Agreement
      is amended and restated in its entirety to read as follows:

            (b) The Term Notes. The obligation of the Company to repay the Term
            Loan shall be evidenced by promissory notes executed by the Company
            to each of the Term Lenders in the form of Exhibit F attached to the
            Amendment (as the same may be amended, modified, extended, renewed,
            supplemented, replaced and/or restated from time to time and at any
            time, the "TERM NOTES"). The principal of the Term Loan shall be
            repayable in equal quarterly installments of $750,000.00 each, which
            quarterly installments shall be due and payable on the last Banking
            Day of September, 2002, and on the last Banking Day of each
            successive calendar quarter thereafter until the Term Loan Maturity
            Date, at which time the entire aggregate principal balance of the
            Term Loan and all unpaid, accrued interest thereon, shall be due and
            payable in full without demand. Subject to the contemporaneous
            payment of any amounts which may be due the Term Lenders pursuant to
            Section 2.05(b) of this Agreement, the principal of the Term Loan,
            upon not less than two (2) Banking Days' prior written notice to the
            Agent from the Company, may be prepaid at any time in whole or in
            part, provided that any partial prepayment shall be in an amount
            which is a minimum of $1,000,000 and an integral multiple of One
            Hundred Thousand Dollars ($100,000), and provided further that all
            partial prepayments shall be applied to the latest maturing
            installments of principal payable under the Term Loan in inverse
            order of maturity.

      (h) Amendment of Section 5.01 (g). Section 5.01 (g) of the Credit
      Agreement is amended and restated in its entirety to read as follows:

            (g) Financial Covenants. The Credit Parties shall observe each of
            the following financial covenants:
<PAGE>
                  (1) Consolidated Net Worth. The Credit Parties and their
                  respective Subsidiaries shall maintain at all times from and
                  after the Amendment Effective Date Consolidated Net Worth at a
                  level not less than (i) $35,500,000.00, plus (ii) Seventy-Five
                  Percent (75%) of the cumulative Consolidated Net Income for
                  each fiscal quarter of the Company ending after March 31,
                  2002, provided that cumulative Consolidated Net Income shall
                  not be reduced by the amount of the net loss for any fiscal
                  quarter in which the Credit Parties and their respective
                  subsidiaries on a consolidated basis suffers a net loss, plus
                  (iii) One Hundred Percent (100%) of the amount of any new paid
                  in capital or other new equity received by any Credit Party
                  from any Person who is not a Credit Party provided, that, such
                  amount shall in no event be less than zero.

                  (2) Fixed Charge Coverage Ratio. As of the close of each
                  fiscal quarter of the Company ending after the Closing Date,
                  the Credit Parties and their respective Subsidiaries, for the
                  period of the four consecutive fiscal quarters which end on
                  such close, shall have a Fixed Charge Coverage Ratio of not
                  less than: (i) 1.10:1 through March 30, 2003, and (ii) 1.15:1
                  on March 31, 2003, and thereafter.

                  (3) Ratio of Total Funded Debt to EBITDA. As of the close of
                  each fiscal quarter of the Company ending after the Closing
                  Date, the Credit Parties and their respective Subsidiaries,
                  for the period of the four consecutive fiscal quarters which
                  end on such close, shall have a Ratio of Total Funded Debt to
                  EBITDA of not greater than (i) 4.00:1 through September 29,
                  2002, (ii) 3.75:1 on September 30, 2002, through December 30,
                  2002, (iii) 3.50:1 on December 31, 2002, through March 30,
                  2003, (iv) 3.25:1 on March 31, 2003, through December 30,
                  2003, (v) 3.00:1 on December 31, 2003, through June 29, 2004,
                  and (vi) 2.75:1 on and after June 30, 2004.

      (i) Amendment of Section 5.02(a). Section 5.02(a) of the Credit Agreement
      is amended by placing a period after the phrase "Credit Parties" the last
      time it appears in that section, and deleting all the text which follows
      that phrase.

      (j) Amendment of Section 5.02(k). Section 5.02(k) of the Credit Agreement
      is amended and restated in its entirety to read as follows:

      (k) Lease Obligations. Neither the Credit Parties nor any of their
      respective Subsidiaries nor any Guarantor shall incur obligations under
      any Capital Leases. The obligations of the
<PAGE>
      Credit Parties and their respective Subsidiaries on a consolidated basis
      payable during any fiscal year under all operating leases (other than
      operating leases of vehicles) shall not exceed in the aggregate the sum of
      $4,500,000.

      (k) Amendment of Section 5.02(p). Section 5.02(p) of the Credit Agreement
      is amended and restated in its entirety to read as follows:

            (p) Capital Expenditures. The Credit Parties and their respective
            Subsidiaries on a consolidated basis shall not make Capital
            Expenditures (excluding Budgeted Acquisition Capital Expenditures):
            (i) during the period beginning July 1, 2002, through June 30, 2003,
            which in the aggregate on a consolidated basis exceed $6,400,000;
            and (ii) during the period beginning July 1, 2003, through June 30,
            2004, which in the aggregate on a consolidated basis exceed
            $6,800,000; and (iii) during the period beginning July 1, 2004,
            through June 30, 2005, which in the aggregate on a consolidated
            basis exceed $7,200,000; provided that, the maximum permitted
            Capital Expenditures for each such twelve-month period shall be
            increased by an amount equal to 4% of the Company's sales during
            such period that are attributable to New Acquisitions that occur
            after the Amendment Effective Date, as determined by the Agent in
            its reasonable discretion.

      (l) Amendment of Section 8.01. The first sentence of the Section 8.01 is
      amended and restated in its entirety to read as follows:

            This Article specifies rights and obligations among and between the
            Lenders and the Agent and the Syndication Agent.

      (m) Amendment of Section 8.03(d). The first sentence of Section 8.03(d) is
      amended and restated in its entirety to read as follows:

            With respect to the Loan Documents, Bank One and National City, each
            in its capacity as a Lender hereunder, shall have the same rights
            and powers hereunder as any other Lender and may exercise the same
            as though it were not acting as the Agent or Syndication Agent,
            respectively.

      (n) Amendment of Exhibit B. Exhibit B to the Credit Agreement is amended
      and restated in its entirety to read as Exhibit B attached to this
      Amendment.

            4. Representations and Warranties. The Credit Parties jointly and
severally represent and warrant to the Lenders that:
<PAGE>
      (a) (i) The execution, delivery and performance of this Amendment and all
      agreements and documents delivered pursuant hereto by the Credit Parties
      have been duly authorized by all necessary corporate action, and do not
      and will not violate any provision of any law, rule, regulation, order,
      judgment, injunction, or writ presently in effect applying to the Credit
      Parties, the articles of incorporation or by-laws of any of the Credit
      Parties, or result in a breach of or constitute a default under any
      material agreement, lease or instrument to which any of the Credit Parties
      is a party or by which any of the Credit Parties or any of the properties
      of any of the Credit Parties may be bound or affected; (ii) no
      authorization, consent, approval, license, exemption or filing of a
      registration with any court or governmental department, agency or
      instrumentality or any other Person is or will be necessary for the valid
      execution, delivery or performance by any of the Credit Parties of this
      Amendment and all agreements and documents delivered pursuant hereto; and
      (iii) this Amendment and all agreements and documents delivered pursuant
      hereto by each of the Credit Parties are the legal, valid and binding
      obligations of each of the Credit Parties, as a signatory thereto, and
      enforceable against each of the Credit Parties in accordance with the
      terms thereof.

      (b) After giving effect to the amendments contained in this Amendment, the
      representations and warranties contained in Section 3 of the Credit
      Agreement are true and correct on and as of the Amendment Effective Date
      with the same force and effect as if made on and as of the Amendment
      Effective Date, except that the reference to the Financial Statements in
      Section 3.01(d) of the Credit Agreement shall be to the most recent
      financial statements of the Company and its Subsidiaries provided to the
      Bank prior to the Amendment Effective Date.

      (c) No Default or Unmatured Default has occurred and is continuing or will
      exist under the Credit Agreement as of the Amendment Effective Date.

            5. Conditions. The obligation of the Lenders and the Agents to
execute and to perform this Amendment shall be subject to full satisfaction of
the following conditions precedent on or before the Amendment Effective Date:

      (a) The Credit Parties shall have delivered to the Agent copies of such
      corporate documents and resolutions of the Credit Parties as the Agent may
      request evidencing necessary action by the Credit Parties to obtain
      necessary authorization for the execution and performance of this
      Amendment and all other agreements or documents delivered pursuant hereto
      as the Agent may request, each certified as of the Amendment Effective
      Date.

      (b) This Amendment shall have been duly executed by each of the Credit
      Parties and delivered to the Agent.

      (c) The Company shall have executed and delivered to the Agent Revolving
      Notes payable to each of the Revolver Lenders in form and substance the
      same as Exhibit E to this Amendment.
<PAGE>
      (d) The Company shall have executed and delivered to the Agent Term Notes
      payable to each of the Term Lenders in form and substance the same as
      Exhibit F to this Amendment.

      (e) The Company shall have paid all costs and expenses incurred by the
      Agent in connection with the negotiation, preparation and closing of this
      Amendment and the other documents and agreements delivered pursuant
      hereto, including the reasonable fees and out-of-pocket expenses of
      Messrs. Baker & Daniels, special counsel to the Agent.

      (f) The Agent shall have received such additional agreements, documents
      and certifications, as may be reasonably requested by the Required
      Lenders.

            6. Guarantor Consent/Affirmation. VNGI and VNDGI, in their
respective capacities as a Guarantor under the Guaranties, by their execution of
this Amendment, expressly consent to the execution, delivery and performance by
the Company, the Lenders, and the Agents of this Amendment and each of the other
documents, instruments and agreements to be executed pursuant hereto, and agree
that neither the provisions of this Amendment nor any action taken or not taken
in accordance with the terms of this First Amendment shall constitute a
termination, extinguishment, release or discharge of any of their respective
guaranty obligations or provide a defense, set off, or counter claim to any of
them with respect to any of their respective guaranty obligations under any of
the Guaranties or other Loan Documents. VNGI and VNDGI each affirms to the
Lenders and the Agents that its Guaranty remains in full force and effect and is
its valid and binding obligation.

            7. Appraisal. The Company agrees to pay to the Agent, on demand,
costs and expenses incurred by the Agent in connection with the appraisal of the
Company's cylinders and tanks performed in connection with this Amendment. The
Agent may debit such amount to any deposit account of the Company carried with
the Agent without further authority.

            8. Binding on Successors and Assigns. All of the terms and
provisions of this Amendment shall be binding upon and inure to the benefit of
the parties hereto, their respective successors and assigns and legal
representatives.

            9. Governing Law/Entire Agreement/Survival. This Amendment is a
contract made under, and shall be governed by and construed in accordance with,
the laws of the State of Indiana applicable to contracts made and to be
performed entirely with such state and without giving effect to the choice or
conflicts of laws principles of any jurisdiction. This Amendment constitutes and
expresses the entire understanding between the parties with respect to the
subject matter hereof, and supersedes all prior agreements and understandings,
commitments, inducements or conditions, whether expressed or implied, oral or
written. All covenants, agreements, undertakings, representations and warranties
made in this Amendment shall survive the execution and delivery of this
Amendment, and shall not be affected by any investigation made by any person.
The Credit Agreement, as amended hereby, remains in full force and effect in
accordance with its terms and provisions.
<PAGE>
            10. Further Agreements and Acknowledgments. The Credit Parties
hereby further acknowledge and agree that:

      (a) Neither the provisions of this Amendment nor any actions taken or not
      taken pursuant to or in reliance upon the terms of this Amendment shall
      constitute a novation of any of the Loan Documents, all of which remain in
      full force and effect in accordance with their respective terms, as
      amended to date; and

      (b) Neither this Amendment, nor any action taken by the Lenders or the
      Agents pursuant to this Amendment, shall impair, prejudice, or in any
      other manner affect the rights of the Lenders with respect to any
      Collateral or other security which now or hereafter secures payment or
      performance of the Obligations or any part thereof, or establish or be
      deemed to establish any precedent or course of dealing with respect to any
      matter.

                  IN WITNESS WHEREOF, the parties hereto have caused this
      Amendment to be duly executed and delivered by their respective authorized
      signatories as of the Amendment Effective Date.


                                      VALLEY NATIONAL GASES, INC.,
                                      a West Virginia corporation

                                      By: /s/  Robert D. Scherich
                                          ----------------------------------
                                          CFO
                                          ----------------------------------
<PAGE>
                                      VALLEY NATIONAL GASES INCORPORATED
                                      a Pennsylvania corporation

                                      By: /s/  Robert D. Scherich
                                          ----------------------------------
                                          CFO
                                          ----------------------------------
<PAGE>
                                      VALLEY NATIONAL GASES DELAWARE, INC.,
                                      a Delaware corporation

                                      By: /s/  Robert D. Scherich
                                          ----------------------------------
                                          CFO
                                          ----------------------------------
<PAGE>
                                      BANK ONE, INDIANA,  NATIONAL ASSOCIATION,
                                      as Lender and as Agent

                                      By: /s/ Steven P. Clemens
                                          ----------------------------------
                                      Printed:  Steven P. Clemens
                                                ----------------------------
                                      Title:    First Vice President
                                                ----------------------------
<PAGE>
                                      LASALLE BANK NATIONAL ASSOCIATION



                                      By: /s/ David J. Carney
                                          ----------------------------------
                                      Printed:  David J. Carney
                                                ----------------------------
                                      Title:  Vice President
                                              ------------------------------
<PAGE>
                                      U.S. BANK NATIONAL ASSOCIATION
                                      (f/k/a FIRSTAR, N.A.)


                                      By: /s/  Scott A. Dvornik
                                           ---------------------------------
                                      Printed:  Scott A. Dvornik
                                                ----------------------------
                                      Title:  Vice President
                                              ------------------------------
<PAGE>
                                      BANK OF AMERICA, N.A.

                                      By:  /s/  Charles R. Dickerson
                                           ---------------------------------
                                      Printed:  Charles R. Dickerson
                                                ----------------------------
                                      Title:  SVP
                                              ------------------------------
<PAGE>
                                      NATIONAL CITY BANK,
                                      as Lender and as Syndication Agent


                                      By:  /s/  RE Slater
                                           ---------------------------------
                                      Printed:  Reese E. Slater
                                                ----------------------------
                                      Title:  Vice President
                                              ------------------------------
<PAGE>
                                      THE HUNTINGTON NATIONAL BANK,
                                      as Lender and as Documentation Agent

                                      By: /s/  Mark A. Scurci
                                            --------------------------------
                                      Printed:  Mark A. Scurci
                                                ----------------------------
                                      Title:  Vice President
                                              ------------------------------
<PAGE>
                                      WESBANCO BANK, INC.


                                      By: /s/  David L. Pell
                                            --------------------------------
                                      Printed:  David L. Pell
                                                ----------------------------
                                      Title:  Senior Vice President
                                              ------------------------------
<PAGE>
                                      SKY BANK

                                      By: /s/  Gregory J. Agresta
                                           ---------------------------------
                                      Printed:  Gregory J. Agresta
                                                ----------------------------
                                      Title: Senior Vice President
                                              ------------------------------
<PAGE>
                                      FIFTH THIRD BANK


                                      By:  /s/  CS Helmeci
                                           ---------------------------------
                                      Printed:  Christopher S. Helmeci
                                                ----------------------------
                                      Title: Vice President
                                              ------------------------------