8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) April 1, 2005

                         Commission File Number: 1-14222

                         SUBURBAN PROPANE PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

             Delaware                                             22-3410353
   (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                                240 Route 10 West
                           Whippany, New Jersey 07981
                                 (973) 887-5300

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 31, 2005, Suburban Propane Partners, L.P. (the "Partnership") and
Suburban Energy Finance Corp., a wholly-owned direct subsidiary of the
Partnership, co-issued $250 million aggregate principal amount of 6.875% senior
notes due 2013 (the "Notes"). The Notes were issued at 99.181% of the face
amount for gross proceeds of approximately $248 million, before underwriting
discount and other expenses. The Notes were issued as additional debt securities
under the Partnership's existing indenture, dated as of December 23, 2003 (the
"Indenture"), pursuant to which the Partnership previously issued $175 million
of 6.875% senior notes due 2013. The Notes were offered in a private placement
only to qualified institutional buyers in accordance with Rule 144A and to
non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as
amended (the "Securities Act").

The Notes bear interest at the rate of 6.875% per annum payable semiannually on
June 15 and December 15 of each year, commencing June 15, 2005. The Notes and
the original senior notes issued on December 23, 2003 will mature on December
15, 2013. The Partnership cannot redeem the Notes, other than as described
below, prior to December 15, 2008. On and after December 15, 2008, the
Partnership may redeem some or all of the Notes at any time at redemption prices
set forth in the Indenture. In addition, prior to December 15, 2008 the
Partnership can redeem up to 35% of the aggregate principal amount of the Notes
at 106.875% of their face amount, plus accrued and unpaid interest and
liquidated damages, if any, with proceeds from offerings of the Partnership's
common units. All terms and conditions of the Indenture apply to the Notes.

On March 31, 2005, the Partnership entered into a Registration Rights Agreement,
pursuant to which the Partnership agreed to (i) file with the Securities and
Exchange Commission (the "Commission") within 90 days a registration statement
under the Securities Act (the "Exchange Offer Registration Statement") relating
to an exchange offer to exchange identical publicly tradable notes for the Notes
and (ii) use its reasonable best efforts to cause the Exchange Offer
Registration Statement to be declared effective by the Commission within 180
days or, alternatively, under certain circumstances, to file and cause to be
declared effective a shelf registration statement with respect to the Notes
within certain time periods set forth in the Registration Rights Agreement. If
the Partnership fails to comply with certain obligations under the Registration
Rights Agreement, it will be required to pay liquidated damages in the form of
additional cash interest to the holders of the Notes.



In addition, on March 31, 2005 Suburban Propane, L.P., a direct subsidiary of
the Partnership, (the "Operating Partnership") completed the First Amendment to
the Third Amended and Restated Credit Agreement (the "Amendment") pursuant to
which the lenders (i) provided a term loan facility in the amount of $125
million (the "Term Loan Facility"); (ii) permitted the prepayment of certain
indebtedness of the Operating Partnership; and, (iii) amended certain other
terms and conditions as described in more detail below.

The combined net proceeds from the issuance of the Notes and borrowing under the
Term Loan Facility of approximately $371 million, net of underwriting discounts,
commissions and bank fees, plus cash of approximately $7.3 million, were used to
(i) redeem all $340 million outstanding aggregate principal amount of the
Operating Partnership's 7.54% senior notes due 2011 and 7.37% senior notes due
2012 (the "Redeemed Notes"); (ii) pay a $31.9 million prepayment premium
required under the agreements governing the Redeemed Notes; and, (iii) pay $6.4
million of interest accrued on the Redeemed Notes from the last interest payment
date through the date of redemption.

The Third Amended and Restated Credit Agreement, as amended by the Amendment,
(the "Credit Agreement") provides a $75 million working capital facility that
matures on October 20, 2008, a $75 million letter of credit facility and the new
$125 million Term Loan Facility. The Term Loan Facility will mature on March 31,
2010 and provides no scheduled principal repayments prior to maturity.
Borrowings under the Term Loan Facility bear interest at a rate of LIBOR plus an
applicable margin based on the Operating Partnership's total leverage (162.5



basis point spread based on current leverage), which is consistent with the
pricing under the Credit Agreement. The Operating Partnership has the right to
prepay the Term Loan Facility, in whole or in part, without penalty at any time
prior to maturity upon proper notice to the lenders. In addition, in connection
with the Amendment the financial covenants under the Credit Agreement were
amended as follows: (i) the Operating Partnership's leverage ratio was reduced
from 4.5 to 1 to a requirement to maintain a ratio of less than 4.0 to 1; and,
(ii) the Partnership (rather than, as previously, the Operating Partnership)
must maintain an interest coverage ratio in excess of 2.5 to 1. All other
covenants and provisions of the Credit Agreement remain unchanged.

Concurrently with the borrowings under the Term Loan Facility, the Operating
Partnership entered into an interest rate swap agreement with one of its lenders
to fix the LIBOR portion of the interest rate under the Term Loan Facility over
the five-year term. As a result of the interest rate swap and the current
leverage, the current interest rate on the Term Loan Facility will be 6.28% per
annum.

The Registration Rights Agreement, the Amendment and the Credit Agreement are
filed as exhibits to this Current Report on Form 8-K. The Indenture was filed as
an exhibit to the Partnership's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 27, 2003.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
           OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

See Item 1.01., which is incorporated herein by reference.

ITEM 7.01. REGULATION FD DISCLOSURE

On March 31, 2005, the Partnership issued a press release announcing that it had
completed its previously announced senior note refinancing transactions (the
"Press Release"). A copy of the Press Release has been furnished as Exhibit 99.1
to this Current Report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

     4.1  Registration Rights Agreement, dated as of March 31, 2005.

     10.1 First Amendment to Third Amended and Restated Credit Agreement, dated
          as of March 17, 2005.

     10.2 Third Amended and Restated Credit Agreement, dated as of October 20,
          2004 (as amended by the First Amendment to the Third Amended and
          Restated Credit Agreement).

     99.1 Press Release of Suburban Propane Partners, L.P. dated March 31,
          2005, announcing that it has closed its previously announced senior
          note refinancing transactions.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

April 1, 2005                           SUBURBAN PROPANE PARTNERS, L.P.


                                        By: /s/ Janice G. Sokol
                                            ------------------------------------
                                        Name: Janice G. Sokol
                                        Title: Vice President, General Counsel
                                        and Secretary

EXHIBITS

Exhibit No.   Exhibit
- -----------   -------
     4.1      Registration Rights Agreement, dated as of March 31, 2005.

    10.1      First Amendment to Third Amended and Restated Credit Agreement,
              dated as of March 17, 2005.

    10.2      Third Amended and Restated Credit Agreement, dated as of October
              20, 2004 (as amended by the First Amendment to the Third Amended
              and Restated Credit Agreement).

    99.1      Press Release of Suburban Propane Partners, L.P. dated March 31,
              2005, announcing that it has closed its previously announced
              senior note refinancing transactions.

EX-4.1

                         Suburban Propane Partners, L.P.
                          Suburban Energy Finance Corp.

                          6.875% Senior Notes due 2013

                                   ----------

                   Exchange and Registration Rights Agreement

                                                                  March 31, 2005

Wachovia Capital Markets, LLC
Goldman, Sachs & Co.
ABN AMRO Incorporated
Calyon Securities (USA) Inc.
Citigroup Global Markets Inc.
NatCity Investments, Inc.

c/o Wachovia Capital Markets, LLC
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288

Ladies and Gentlemen:

          Suburban Propane Partners, L.P., a Delaware limited partnership (the
"Partnership") and Suburban Energy Finance Corp., a Delaware Corporation (the
"Finance Corp." and, together with the Partnership, the "Company"), propose to
issue and sell to the Purchasers (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) their 6.875% Senior Notes due 2013.
As an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:

          Section 1. Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

          "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

          "Blackout Periods" shall have the meaning assigned thereto in Section
     2(f) hereof.

          The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.



          "Business Day" shall mean any day other than a Saturday, a Sunday or a
     day on which banking institutions in the City of New York are authorized by
     law, regulation or executive order to remain closed.

          "Closing Date" shall mean the date on which the Securities are
     initially issued.

          "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

          "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

          "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

          "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

          "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

          "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

          "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

          The term "holder" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

          "Indenture" shall mean the Indenture, dated as of December 23, 2003,
     between the Company and The Bank of New York, as Trustee, as the same shall
     be amended from time to time.

          "Liquidated Damages" shall have the meaning assigned thereto in
     Section 2(c).

          "Notice and Questionnaire" means a Notice of Registration Statement
     and Selling Securityholder Questionnaire substantially in the form of
     Exhibit A hereto.


                                        2



          "Operating Partnership" means Suburban Propane, L.P., a Delaware
     limited partnership.

          The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

          "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     March 17, 2005, among the Purchasers, the Company and the Operating
     Partnership relating to the Securities.

          "Purchasers" shall mean the Purchasers named in Schedule I to the
     Purchase Agreement.

          "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 120-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144
     (or any similar provision then in effect); or (v) such Security shall cease
     to be outstanding.

          "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

          "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

          "Resale Period" shall have the meaning assigned thereto in Section
     2(a) hereof.

          "Restricted Holder" shall mean (i) a holder that is an affiliate of
     the Company within the meaning of Rule 405, (ii) a holder who acquires
     Exchange Securities outside the ordinary course of such holder's business,
     (iii) a holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.


                                        3



          "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

          "Securities" shall mean, collectively, the 6.875% Senior Notes due
     2013 of the Company to be issued and sold to the Purchasers, and securities
     issued in exchange therefor or in lieu thereof pursuant to the Indenture.

          "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

          "Shelf Registration" shall have the meaning assigned thereto in
     Section 2(b) hereof.

          "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

          Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

          Section 2. Registration Under the Securities Act. (a) Except as set
forth in Section 2(b) below, the Company agrees to file under the Securities
Act, as soon as practicable, but no later than 90 days after the Closing Date, a
registration statement relating to an offer to exchange (such registration
statement, the "Exchange Registration Statement," and such offer, the "Exchange
Offer") any and all of the Securities for a like aggregate principal amount of
debt securities issued by the Company, which debt securities will be
substantially identical to the Securities (and will be entitled to the benefits
of a trust indenture which is substantially identical to the Indenture or is the
Indenture and which has been qualified under the Trust Indenture Act), except
that they will have been registered pursuant to an effective registration
statement under the Securities Act and will not contain provisions for the
Liquidated Damages contemplated in Section 2(c) below (such new debt securities
hereinafter called "Exchange Securities"). The Company agrees to use all
commercially reasonable efforts to cause the Exchange Registration Statement to
become effective under the Securities Act as soon as practicable, but no later
than 180 days after the Closing Date. The Exchange Offer will be registered
under the Securities Act on the appropriate form and will comply with all
applicable tender offer rules and regulations under the Exchange Act. The
Company further agrees to use all commercially reasonable efforts to commence
and complete the Exchange Offer promptly, but no later than 30 Business Days (or
such longer period if required by the federal securities laws) after such
registration statement has become effective, hold the Exchange Offer open for at
least 20 Business Days and exchange Exchange Securities for all Registrable
Securities that have been properly tendered and not


                                        4



withdrawn on or prior to the expiration of the Exchange Offer. The Exchange
Offer shall be deemed to have been completed upon the earlier to occur of (i)
the Company having exchanged the Exchange Securities for all outstanding
Registrable Securities pursuant to the Exchange Offer and (ii) the Company
having exchanged, pursuant to the Exchange Offer, Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn before
the expiration of the Exchange Offer, which shall be on a date that is at least
20 Business Days following the commencement of the Exchange Offer. The Company
agrees (x) to include in the Exchange Registration Statement a prospectus for
use in any resales by any holder of Exchange Securities that is a broker-dealer
and (y) to keep such Exchange Registration Statement effective for a period (the
"Resale Period") beginning when Exchange Securities are first issued in the
Exchange Offer and ending upon the earlier of the expiration of the 120th day
after the Exchange Offer has been completed or such time as such broker-dealers
no longer own any Registrable Securities. With respect to such Exchange
Registration Statement, such holders shall have the benefit of the rights of
indemnification and contribution set forth in Sections 6(a), (c), (d) and (e)
hereof.

          (b) If (i) the Company is not permitted to file the Exchange
Registration Statement or complete the Exchange Offer because the Exchange Offer
is not permitted by applicable law or Commission policy, (ii) the Exchange Offer
has not been completed within 180 days plus 30 Business Days (or such longer
period if required by the federal securities laws) following the Closing Date or
(iii) any holder of Registrable Securities notifies the Company prior to the
20th day following the consummation of the Exchange Offer that such holder (A)
is prohibited by law or Commission policy from participating in the Exchange
Offer, (B) may not resell the Exchange Securities without delivering a
prospectus and the prospectus contained in the Exchange Registration Statement
is not appropriate or available for such resales, or (C) is a broker-dealer and
owns Exchange Securities acquired directly from the Company or an affiliate of
the Company, then the Company shall, in lieu of (or, in the case of clause
(iii), in addition to) conducting the Exchange Offer contemplated by Section
2(a), use all commercially reasonable efforts to file under the Securities Act
as soon as practicable, but no later than 60 days after the time such obligation
to file arises, a "shelf" registration statement providing for the registration
of, and the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 or any similar rule that may be
adopted by the Commission (such filing, the "Shelf Registration" and such
registration statement, the "Shelf Registration Statement"). The Company agrees
to use all commercially reasonable efforts to cause the Shelf Registration
Statement to become or be declared effective no later than 150 days after the
obligation to file such Shelf Registration Statement arises and to keep such
Shelf Registration Statement continuously effective for a period ending on the
earlier of the second anniversary of the Closing Date (or, if Rule 144(k) is
amended, such lesser restrictive period as is then permitted) or such time as
there are no longer any Registrable Securities outstanding, provided, however,
that no holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder, and
furnishes to the Company in writing, within 20 days after receipt of a request
therefor, such information with respect to such Electing Holder required under
Regulation S-K promulgated under the Securities Act as the Company may
reasonably request for use in connection with any Shelf Registration Statement
or prospectus or preliminary prospectus included therein. No Electing Holder
shall be entitled to Liquidated Damages pursuant to Section 2(c) hereof unless
and until such Electing Holder shall


                                        5



have used its reasonable efforts to provide all such reasonably requested
information. Each Electing Holder as to which any Shelf Registration Statement
is being effected agrees to furnish promptly to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Electing Holder not materially misleading. The Company
further agrees to supplement or make amendments to the Shelf Registration
Statement, as and when required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its being
used or promptly following its filing with the Commission.

          (c) In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or
Shelf Registration Statement has not become effective or been declared effective
by the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 30
Business Days after the effective date of the Exchange Registration Statement
relating to the Exchange Offer (if the Exchange Offer is then required to be
made) or (iv) any Exchange Registration Statement or Shelf Registration
Statement required by Section 2(a) or 2(b) hereof is filed and declared
effective but shall thereafter cease to be effective or usable in connection
with resales of the Securities (except as specifically permitted herein,
including, with respect to any Shelf Registration Statement, during any Blackout
Period) without being succeeded immediately by a post-effective amendment to
such registration statement that is declared effective and cures such failure or
an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, liquidated damages ("Liquidated Damages")
for such Registration Default, subject to the provisions of Section 9(b), shall
accrue at an amount equal to a per week rate of $0.05 per $1,000 principal
amount of Securities for the first 90 days of the Registration Default Period
and shall increase by an additional per week rate of $0.05 per $1,000 principal
amount of Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of Liquidated
Damages for all Registration Defaults of a per week rate of $0.20 per $1,000
principal amount of Securities; provided, however, that the Company shall in no
event be required to pay Liquidated Damages (i) with respect to any Registrable
Securities for more than one Registration Default at any given time, (ii) with
respect to any Shelf Registration Statement during any Blackout Period or (iii)
with respect to any Electing Holder returning the Notice and Questionnaire after
the effective date of the Exchange Registration or Shelf Registration in
accordance with Section 3(d)(iii).

          (d) The Company shall take all actions reasonably necessary to be
taken it to ensure that the transactions contemplated herein are effected as so
contemplated.

          (e) Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a


                                        6



registration statement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such
time.

          (f) Notwithstanding anything to the contrary herein, the Company, upon
advising the holders of Registrable Securities, may suspend the use of the
prospectus included in any Shelf Registration Statement in the event that and
for a period of time (a "Blackout Period") not to exceed an aggregate of 60 days
in any twelve-month period if (i) the Board of Supervisors of the Partnership
determines that the disclosure of an event, occurrence or other item at such
time could reasonably be expected to have a material adverse effect on the
business, operations or prospects of the Partnership or (ii) the disclosure
otherwise relates to a material business transaction which has not been publicly
disclosed and the Partnership's Board of Supervisors determines, in good faith,
that any such disclosure would jeopardize the success of such transaction or
that disclosure of such transaction is prohibited pursuant to the terms thereto;
provided that, upon the termination of such Blackout Period, the Company
promptly shall advise the Purchasers that such Blackout Period has been
terminated.

          (g) Each holder who participates in the Exchange Offer will be
required to represent to the Company in writing (which may be contained in the
applicable letter of transmittal) that: (i) any Exchange Securities acquired in
exchange for Registrable Securities tendered are being acquired in the ordinary
course of business of the person receiving such Exchange Securities, whether or
not such recipient is such holder itself; (ii) neither such holder nor, to the
actual knowledge of such holder, any other person receiving Exchange Securities
from such holder is engaging in or intends to engage in a distribution of the
Exchange Securities; (iii) if such holder is not a broker-dealer, at the time of
the consummation of the Exchange Offer neither such holder nor, to the actual
knowledge of such holder, any other person receiving Exchange Securities from
such holder has an arrangement or understanding with any person to participate
in the distribution of the Exchange Securities in violation of the provisions of
the Securities Act; (iv) neither the holder nor, to the actual knowledge of such
holder, any other person is an "affiliate" (as defined in Rule 405) of the
Company or, if it is an affiliate of the Company, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable and will provide information to be included in the Shelf
Registration Statement in accordance with Section 3 hereof in order to have such
holder's Securities included in the Shelf Registration Statement and benefit
from the provisions regarding Liquidated Damages in Section 2(c) hereof; and (v)
if such holder is a broker-dealer, such holder has acquired the Registrable
Securities as a result of market-making activities or other trading activities
and that it will comply with the applicable provisions of the Securities Act
(including, but not limited to, the prospectus delivery requirements thereunder)

          (h) The Exchange Offer shall be subject to the conditions that (i) the
Exchange Offer does not violate applicable law or any applicable interpretation
of the staff of the SEC; (ii) no action or proceeding shall have been instituted
or threatened in any court or by any governmental agency which might materially
impair the ability of the Company to proceed with the Exchange Offer, and no
material adverse development shall have occurred in any existing action or
proceeding with respect to the Company; (iii) all governmental approvals shall
have been obtained, which approvals the Company deems necessary for the
consummation of the Exchange Offer; (iv) each holder of Registrable Securities
shall not have delivered notice to the Company prior to 90 days after the
Closing Date with respect to the Exchange Registration


                                        7



Statement that it is a Restricted Holder and (v) the conditions precedent to the
Company's obligations hereunder shall have been fulfilled.

          Section 3. Registration Procedures. If the Company files a
registration statement pursuant to Section 2(a) or Section 2(b), the following
provisions shall apply:

          (a) At or before the Effective Time of the Exchange Registration or
     the Shelf Registration, as the case may be, the Company shall qualify the
     Indenture under the Trust Indenture Act.

          (b) In the event that such qualification would require the appointment
     of a new trustee under the Indenture, the Company shall appoint a new
     trustee thereunder pursuant to the applicable provisions of the Indenture.

          (c) In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

               (i) prepare and file with the Commission, as soon as practicable
          but no later than 90 days after the Closing Date, an Exchange
          Registration Statement on any form which may be utilized by the
          Company and which shall permit the Exchange Offer and resales of
          Exchange Securities by broker-dealers during the Resale Period to be
          effected as contemplated by Section 2(a), and use all commercially
          reasonable efforts to cause such Exchange Registration Statement to
          become effective as soon as practicable thereafter, but no later than
          180 days after the Closing Date;

               (ii) as soon as practicable prepare and file with the Commission
          such amendments and supplements to such Exchange Registration
          Statement and the prospectus included therein as may be necessary to
          effect and maintain the effectiveness of such Exchange Registration
          Statement for the periods and purposes contemplated in Section 2(a)
          hereof and as may be required by the applicable rules and regulations
          of the Commission and the instructions applicable to the form of such
          Exchange Registration Statement, and promptly provide each
          broker-dealer holding Exchange Securities with such number of copies
          of the prospectus included therein (as then amended or supplemented),
          in conformity in all material respects with the requirements of the
          Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder, as such broker-dealer
          reasonably may request prior to the expiration of the Resale Period,
          for use in connection with resales of Exchange Securities;

               (iii) promptly notify each broker-dealer that has requested or
          received copies of the prospectus included in such registration
          statement and, if requested by such broker-dealer, confirm such advice
          in writing, (A) when such Exchange Registration Statement or the
          prospectus included therein or any prospectus amendment or supplement
          or post-effective amendment has been filed, and, with


                                        8



          respect to such Exchange Registration Statement or any post-effective
          amendment, when the same has become effective, (B) of any request by
          the Commission for amendments or supplements to such Exchange
          Registration Statement or prospectus or for additional information,
          (C) of the issuance by the Commission of any stop order suspending the
          effectiveness of such Exchange Registration Statement or the
          initiation or threatening of any proceedings for that purpose, (D) if
          at any time prior to the completion of the Exchange Offer the
          representations and warranties of the Company contemplated by Section
          5 cease to be true and correct in all material respects, (E) of the
          receipt by the Company of any notification with respect to the
          suspension of the qualification of the Exchange Securities for sale in
          any jurisdiction or the initiation or threatening of any proceeding
          for such purpose, or (F) if at any time during the Resale Period when
          a prospectus is required to be delivered under the Securities Act,
          that such Exchange Registration Statement, prospectus, prospectus
          amendment or supplement or post-effective amendment does not conform
          in all material respects to the applicable requirements of the
          Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder or contains an untrue
          statement of a material fact or omits to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

               (iv) in the event that the Company would be required, pursuant to
          Section 3(c)(iii)(F) above, to notify any broker-dealers holding
          Exchange Securities, without unreasonable delay prepare and furnish to
          each such holder a reasonable number of copies of a prospectus
          supplemented or amended so that, as thereafter delivered to purchasers
          of such Exchange Securities during the Resale Period, such prospectus
          shall conform in all material respects to the applicable requirements
          of the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder and shall not contain an
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;
          each broker-dealer agrees that upon receipt of any notice from the
          Company pursuant to Section 3(c)(iii)(C) through (F) hereof, such
          broker-dealer shall forthwith discontinue the disposition of Exchange
          Securities pursuant to the Exchange Registration Statement until such
          broker-dealer shall have received copies of such amended or
          supplemented prospectus and, if so directed by the Company, such
          broker-dealer shall deliver to the Company all copies of the
          prospectus covering such Exchange Securities then in such
          broker-dealers' possession for the purpose of making offers of
          Exchange Securities;

               (v) use all commercially reasonable efforts to obtain the
          withdrawal of any order suspending the effectiveness of such Exchange
          Registration Statement or any post-effective amendment thereto at the
          earliest practicable date;

               (vi) use all commercially reasonable efforts to (A) register or
          qualify the Exchange Securities under the securities laws or blue sky
          laws of such jurisdictions as any holder of Registrable Securities
          shall reasonably request in


                                        9



          writing no later than the commencement of the Exchange Offer, (B) keep
          such registrations or qualifications in effect and comply with such
          laws so as to permit the continuance of offers, sales and dealings
          therein in such jurisdictions until the expiration of the Resale
          Period and (C) take any and all other actions as may be reasonably
          necessary to enable each broker-dealer holding Exchange Securities to
          consummate the disposition thereof in such jurisdictions under the
          securities laws or blue sky laws of such jurisdictions; provided,
          however, that the Company shall not be required for any such purpose
          to (1) qualify as a foreign corporation or foreign partnership, as
          applicable, in any jurisdiction wherein it would not otherwise be
          required to qualify but for the requirements of this Section 3(c)(vi),
          (2) consent to general service of process in any such jurisdiction or
          subject itself to taxation in any such jurisdiction if it is not
          already so subject or (3) make any changes to its certificate of
          limited partnership, certificate of incorporation, partnership
          agreement or by-laws or any agreement between it and its
          equityholders, as applicable;

               (vii) use all commercially reasonable efforts to obtain the
          consent or approval of each governmental agency or authority, whether
          federal, state or local, which may be required to effect the Exchange
          Registration, the Exchange Offer and the offering and sale of Exchange
          Securities by broker-dealers during the Resale Period;

               (viii) provide a CUSIP number for all Exchange Securities, not
          later than the applicable Effective Time;

               (ix) comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but no later than eighteen months after the
          effective date of such Exchange Registration Statement, an earning
          statement of the Partnership and its subsidiaries complying with
          Section 11(a) of the Securities Act (including, at the option of the
          Company, Rule 158 thereunder).

          (d) In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

               (i) prepare and file with the Commission, as soon as practicable
          but in any case within the time periods specified in Section 2(b), a
          Shelf Registration Statement on any form which may be utilized by the
          Company and which shall register all of the Registrable Securities for
          resale by the holders thereof in accordance with such method or
          methods of disposition as may be specified by such of the holders as,
          from time to time, may be Electing Holders and use all commercially
          reasonable efforts to cause such Shelf Registration Statement to
          become effective as soon as practicable but in any case within the
          time periods specified in Section 2(b);


                                       10



               (ii) not less than 30 days prior to the Effective Time of the
          Shelf Registration Statement, mail the Notice and Questionnaire to the
          holders of Registrable Securities; no holder shall be entitled to be
          named as a selling securityholder in the Shelf Registration Statement
          as of the Effective Time, and no holder shall be entitled to use the
          prospectus forming a part thereof for resales of Registrable
          Securities at any time, unless such holder has returned a completed
          and signed Notice and Questionnaire to the Company by the deadline for
          response set forth therein; provided, however, holders of Registrable
          Securities shall have at least 28 days from the date on which the
          Notice and Questionnaire is first mailed to such holders to return a
          completed and signed Notice and Questionnaire to the Company;

               (iii) after the Effective Time of the Shelf Registration
          Statement, upon the request of any holder of Registrable Securities
          that is not then an Electing Holder, promptly send a Notice and
          Questionnaire to such holder; provided that the Company shall not be
          required to take any action to name such holder as a selling
          securityholder in the Shelf Registration Statement or to enable such
          holder to use the prospectus forming a part thereof for resales of
          Registrable Securities until such holder has returned a completed and
          signed Notice and Questionnaire to the Company; the Company shall use
          all commercially reasonable efforts to name such Holder as a selling
          securityholder in the Shelf Registration Statement by means of a
          post-effective amendment or, if permitted by the Commission, by means
          of a Prospectus supplement to the Shelf Registration Statement; except
          that the Company shall have no obligation to pay Liquidated Damages to
          such Holder for the failure to have any post-effective amendment
          declared effective, and the Company will have no obligation to add
          Holders to the Shelf Registration Statement as selling securityholders
          more frequently that one time per every 30 calendar days;

               (iv) as soon as practicable prepare and file with the Commission
          such amendments and supplements to such Shelf Registration Statement
          and the prospectus included therein as may be necessary to effect and
          maintain the effectiveness of such Shelf Registration Statement for
          the period specified in Section 2(b) hereof and as may be required by
          the applicable rules and regulations of the Commission and the
          instructions applicable to the form of such Shelf Registration
          Statement, and furnish to the Electing Holders copies of any such
          supplement or amendment simultaneously with or prior to its being used
          or filed with the Commission; provided, however, that none of the
          foregoing shall be required if holders of Registrable securities
          received a suspension notice notifying them not to dispose of such
          Registrable Securities (i) during any Blackout Period or (ii) pursuant
          to Section 3(d)(viii)(C) through (F) hereof;

               (v) comply with the provisions of the Securities Act with respect
          to the disposition of all of the Registrable Securities covered by
          such Shelf Registration Statement in accordance with the intended
          methods of disposition by the Electing Holders provided for in such
          Shelf Registration Statement;


                                       11



               (vi) provide (A) the Electing Holders, (B) the underwriters
          (which term, for purposes of this Exchange and Registration Rights
          Agreement, shall include a person deemed to be an underwriter within
          the meaning of Section 2(a)(11) of the Securities Act), if any,
          thereof, (C) any sales or placement agent therefor, (D) counsel for
          any such underwriter or agent and (E) not more than one counsel for
          all the Electing Holders the opportunity to participate in the
          preparation of such Shelf Registration Statement, each prospectus
          included therein or filed with the Commission and each amendment or
          supplement thereto;

               (vii) for a reasonable period prior to the filing of such Shelf
          Registration Statement, and throughout the period specified in Section
          2(b) hereof, make available at reasonable times at the Company's
          principal place of business or such other reasonable place for
          inspection by the persons referred to in Section 3(d)(vi) hereof who
          shall certify to the Company that they have a current intention to
          sell the Registrable Securities pursuant to the Shelf Registration
          such financial and other information and books and records of the
          Company, and reasonably cause the officers, employees, counsel and
          independent certified public accountants of the Company to respond to
          such inquiries, as shall be reasonably necessary, in the judgment of
          the respective counsel referred to in Section 3(d)(vi), to conduct a
          reasonable investigation within the meaning of Section 11 of the
          Securities Act; provided, however, that each such party shall be
          required to maintain in confidence and not to disclose to any other
          person any information or records considered by the Company in good
          faith as being confidential, until such time as (A) such information
          becomes a matter of public record (whether by virtue of its inclusion
          in such Shelf Registration Statement or otherwise), or (B) such person
          shall be required so to disclose such information pursuant to a
          subpoena or order of any court or other governmental agency or body
          having jurisdiction over the matter (subject to the requirements of
          such order, and only after such person shall have given the Company
          prompt prior written notice of such requirement), or (C) such
          information is required, as determined by the Company in good faith
          and its counsel, to be set forth in such Shelf Registration Statement
          or the prospectus included therein or in an amendment to such Shelf
          Registration Statement or an amendment or supplement to such
          prospectus in order that such Shelf Registration Statement,
          prospectus, amendment or supplement, as the case may be, complies with
          applicable requirements of the federal securities laws and the rules
          and regulations of the Commission and does not contain an untrue
          statement of a material fact or omit to state therein a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

               (viii) promptly notify each of the Electing Holders, any sales or
          placement agent therefor and any underwriter thereof (which
          notification may be made through any managing underwriter that is a
          representative of such underwriter for such purpose) and, if requested
          by such Electing Holders, agents or underwriters, confirm such advice
          in writing, (A) when such Shelf Registration Statement or the
          prospectus included therein or any prospectus amendment or supplement
          or post-effective amendment has been filed, and, with respect to such


                                       12



          Shelf Registration Statement or any post-effective amendment, when the
          same has become effective, (B) of any request by the Commission for
          amendments or supplements to such Shelf Registration Statement or
          prospectus or for additional information, (C) of the issuance by the
          Commission of any stop order suspending the effectiveness of such
          Shelf Registration Statement or the initiation or threatening of any
          proceedings for that purpose, (D) if at any time the representations
          and warranties of the Company contemplated by Section 5 cease to be
          true and correct in all material respects, (E) of the receipt by the
          Company of any notification with respect to the suspension of the
          qualification of the Registrable Securities for sale in any
          jurisdiction or the initiation or threatening of any proceeding for
          such purpose, or (F) if at any time when a prospectus is required to
          be delivered under the Securities Act, that such Shelf Registration
          Statement, prospectus, prospectus amendment or supplement or
          post-effective amendment does not conform in all material respects to
          the applicable requirements of the Securities Act and the Trust
          Indenture Act and the rules and regulations of the Commission
          thereunder or contains an untrue statement of a material fact or omits
          to state any material fact required to be stated therein or necessary
          to make the statements therein not misleading in light of the
          circumstances then existing;

               (ix) use all commercially reasonable efforts to obtain the
          withdrawal of any order suspending the effectiveness of such
          registration statement or any post-effective amendment thereto at the
          earliest practicable date;

               (x) if requested by any managing underwriter or underwriters, any
          placement or sales agent or any Electing Holder, promptly incorporate
          in a prospectus supplement or post-effective amendment such
          information as is required by the applicable rules and regulations of
          the Commission and as such managing underwriter or underwriters, such
          agent or such Electing Holder may reasonably propose should be
          included therein relating to the terms of the sale of such Registrable
          Securities, including information with respect to the principal amount
          of Registrable Securities being sold by such Electing Holder or agent
          or to any underwriters, the name and description of such Electing
          Holder, agent or underwriter, the offering price of such Registrable
          Securities and any discount, commission or other compensation payable
          in respect thereof, the purchase price being paid therefor by such
          underwriters and with respect to any other terms of the offering of
          the Registrable Securities to be sold by such Electing Holder or agent
          or to such underwriters; and make all required filings of such
          prospectus supplement or post-effective amendment promptly after
          notification of the matters to be incorporated in such prospectus
          supplement or post-effective amendment;

               (xi) furnish to each Electing Holder, each placement or sales
          agent, if any, therefor, each underwriter, if any, thereof and the
          respective counsel referred to in Section 3(d)(vi) a copy of such
          Shelf Registration Statement, each such amendment and supplement
          thereto (in each case including all exhibits thereto (in the case of
          an Electing Holder of Registrable Securities, upon request) and
          documents incorporated by reference therein) and such number of copies
          of such


                                       13



          Shelf Registration Statement (excluding exhibits thereto and documents
          incorporated by reference therein unless specifically so requested by
          such Electing Holder, agent or underwriter, as the case may be) and of
          the prospectus included in such Shelf Registration Statement
          (including each preliminary prospectus and any summary prospectus), in
          conformity in all material respects with the applicable requirements
          of the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder, and such other documents, as
          such Electing Holder, agent, if any, and underwriter, if any, may
          reasonably request in order to facilitate the offering and disposition
          of the Registrable Securities owned by such Electing Holder, offered
          or sold by such agent or underwritten by such underwriter and to
          permit such Electing Holder, agent and underwriter to satisfy the
          prospectus delivery requirements of the Securities Act; and the
          Company hereby consents to the use of such prospectus (including such
          preliminary and summary prospectus) and any amendment or supplement
          thereto by each such Electing Holder and by any such agent and
          underwriter, in each case in the form most recently provided to such
          person by the Company, in connection with the offering and sale of the
          Registrable Securities covered by the prospectus (including such
          preliminary and summary prospectus) or any supplement or amendment
          thereto;

               (xii) use commercially reasonable efforts to (A) register or
          qualify the Registrable Securities to be included in such Shelf
          Registration Statement under such securities laws or blue sky laws of
          such jurisdictions as any Electing Holder and each placement or sales
          agent, if any, therefor and underwriter, if any, thereof shall
          reasonably request, (B) keep such registrations or qualifications in
          effect and comply with such laws so as to permit the continuance of
          offers, sales and dealings therein in such jurisdictions during the
          period the Shelf Registration is required to remain effective under
          Section 2(b) above and for so long as may be necessary to enable any
          such Electing Holder, agent or underwriter to complete its
          distribution of Securities pursuant to such Shelf Registration
          Statement and (C) take any and all other actions as may be reasonably
          necessary to enable each such Electing Holder, agent, if any, and
          underwriter, if any, to consummate the disposition in such
          jurisdictions under the securities laws or blue sky laws of such
          jurisdictions of such Registrable Securities; provided, however, that
          the Company shall not be required for any such purpose to (1) qualify
          as a foreign corporation or foreign partnership, as applicable, in any
          jurisdiction wherein it would not otherwise be required to qualify but
          for the requirements of this Section 3(d)(xii), (2) consent to general
          service of process in any such jurisdiction or subject itself to
          taxation in any such jurisdiction if it is not already so subject, or
          (3) make any changes to its certificate of limited partnership,
          certificate of incorporation, partnership agreement or by-laws or any
          agreement between it and its equityholders, as applicable;

               (xiii) use commercially reasonable efforts to obtain the consent
          or approval of each governmental agency or authority, whether federal,
          state or local, which may be required to effect the Shelf Registration
          or the offering or


                                       14



          sale in connection therewith or to enable the selling holder or
          holders to offer, or to consummate the disposition of, their
          Registrable Securities;

               (xiv) unless any Registrable Securities shall be in book-entry
          only form, cooperate with the Electing Holders and the managing
          underwriters, if any, to facilitate the timely preparation and
          delivery of certificates representing Registrable Securities to be
          sold, which certificates, if so required by any securities exchange
          upon which any Registrable Securities are listed, shall be penned,
          lithographed or engraved, or produced by any combination of such
          methods, on steel engraved borders, and which certificates shall not
          bear any restrictive legends; and, in the case of an underwritten
          offering, enable such Registrable Securities to be in such
          denominations and registered in such names as the managing
          underwriters may reasonably request at least two business days prior
          to any sale of the Registrable Securities;

               (xv) provide a CUSIP number for all Registrable Securities, not
          later than the applicable Effective Time;

               (xvi) in connection with an underwritten offering of Registrable
          Securities, enter into one or more underwriting agreements, engagement
          letters, agency agreements, "best efforts" underwriting agreements or
          similar agreements, as appropriate, including customary provisions
          relating to indemnification and contribution, and take such other
          actions in connection therewith as any Electing Holders aggregating at
          least a majority in aggregate principal amount of the Registrable
          Securities at the time outstanding shall reasonably request in order
          to expedite or facilitate the disposition of such Registrable
          Securities;

               (xvii) in connection with any underwritten offering of
          Registrable Securities pursuant to a Shelf Registration, to the extent
          reasonably requested by the underwriters thereof, (A) make such
          representations and warranties to the Electing Holders and the
          underwriters thereof in form, substance and scope as are customarily
          made in primary underwritten offerings of debt securities that are
          substantially the same as those called for by the Purchase Agreement;
          (B) obtain an opinion of counsel to the Company in customary form and
          covering such matters, of the type customarily covered by such an
          opinion in primary underwritten offerings as the underwriters thereof
          may reasonably request, addressed to such underwriters thereof and
          dated the effective date of such Shelf Registration Statement and the
          date of the closing under the underwriting agreement relating thereto
          covering the matters customarily covered in opinions requested in
          primary underwritten offerings of debt securities (it being understood
          that the matters to be covered by such opinion may be subject to
          customary qualifications and exceptions and it being understood that
          opinions that are substantially the same as those called for by the
          Purchase Agreement will be satisfactory for these purposes); (C)
          obtain a "cold comfort" letter or letters from the independent
          certified public accountants of the Company addressed to the
          underwriters thereof, dated (i) the effective date of such Shelf
          Registration Statement and (ii) the effective date of any prospectus
          supplement to the


                                       15



          prospectus included in such Shelf Registration Statement or
          post-effective amendment to such Shelf Registration Statement which
          includes unaudited or audited financial statements as of a date or for
          a period subsequent to that of the latest such statements included in
          such prospectus (and, if such Shelf Registration Statement
          contemplates an underwritten offering pursuant to any prospectus
          supplement to the prospectus included in such Shelf Registration
          Statement or post-effective amendment to such Shelf Registration
          Statement which includes unaudited or audited financial statements as
          of a date or for a period subsequent to that of the latest such
          statements included in such prospectus, dated the date of the closing
          under the underwriting agreement relating thereto), such letter or
          letters to be in customary form and covering such matters of the type
          customarily covered by letters of such type; (D) deliver such
          documents and certificates, including officers' certificates, as may
          be reasonably requested by the underwriters thereof to evidence the
          accuracy of the representations and warranties made pursuant to clause
          (A) above and the compliance with or satisfaction of any agreements or
          conditions contained in the underwriting agreement or other agreement
          entered into by the Company; and (E) undertake such obligations
          relating to expense reimbursement, indemnification and contribution as
          are provided in Section 6 hereof;

               (xviii) notify in writing each holder of Registrable Securities
          of any proposal by the Company to amend or waive any provision of this
          Exchange and Registration Rights Agreement pursuant to Section 9(h)
          hereof and of any amendment or waiver effected pursuant thereto, each
          of which notices shall contain the text of the amendment or waiver
          proposed or effected, as the case may be; and

               (xix) comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but in any event not later than eighteen months
          after the effective date of such Shelf Registration Statement, an
          earning statement of the Partnership and its subsidiaries complying
          with Section 11(a) of the Securities Act (including, at the option of
          the Company, Rule 158 thereunder).

          (e) In the event that the Company would be required, pursuant to
     Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
     or sales agent, if any, therefor and the managing underwriters, if any,
     thereof, the Company shall, without unreasonable delay, prepare and furnish
     to each of the Electing Holders, to each placement or sales agent, if any,
     and to each such underwriter, if any, a reasonable number of copies of a
     prospectus supplemented or amended so that, as thereafter delivered to
     purchasers of Registrable Securities, such prospectus shall conform in all
     material respects to the applicable requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder and shall not contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading in light of the circumstances
     then existing. Each Electing Holder agrees that upon receipt of any notice
     from the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing
     Holder


                                       16



     shall forthwith discontinue the disposition of Registrable Securities
     pursuant to the Shelf Registration Statement applicable to such Registrable
     Securities until such Electing Holder shall have received copies of such
     amended or supplemented prospectus, and if so directed by the Company, such
     Electing Holder shall deliver to the Company (at the Company's expense) all
     copies, other than permanent file copies, then in such Electing Holder's
     possession of the prospectus covering such Registrable Securities at the
     time of receipt of such notice.

          (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     and Questionnaire, the Company may require such Electing Holder to furnish
     to the Company such additional information regarding such Electing Holder
     and such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

          (g) Until the expiration of two years after the Closing Date (or if
     Rule 144(k) is amended, such lesser restrictive period as is then
     permitted), the Company will not, and will not permit any of its
     "affiliates" (as defined in Rule 144) to, resell any of the Securities that
     have been reacquired by any of them except pursuant to an effective
     registration statement under the Securities Act.

          Section 4. Registration Expenses. The Company agrees to bear and to
pay or cause to be paid promptly all expenses incident to the Company's
performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing and
review fees and expenses including fees and disbursements of one counsel for the
placement or sales agent or underwriters as a group in connection with such
registration, filing and review, (b) all fees and expenses in connection with
the qualification of the Securities for offering and sale under the state
securities and blue sky laws referred to in Sections 3(c)(vi) and 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
reasonably designate, but not including any fees and disbursements of counsel
for the Electing Holders or underwriters in connection with such qualification
and determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration


                                       17



statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any required underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses
incurred by the Company, its counsel and its auditors relating to the offering,
sale or delivery of Securities and the preparation of documents referred in
clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any
agent of the Trustee and any counsel for the Trustee and of any collateral agent
or custodian, (f) internal expenses (including all salaries and expenses of the
Company's officers and employees performing legal or accounting duties), (g)
fees, disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or "cold
comfort" letters required by or incident to such performance and compliance),
(h) fees, disbursements and expenses of one counsel for the Electing Holders
retained in connection with a Shelf Registration, as selected by the Electing
Holders of at least a majority in aggregate principal amount of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Company), (i) any fees charged by securities rating services
for rating the Securities, and (j) fees, expenses and disbursements of any other
persons, including special experts, retained by the Company in connection with
such registration (collectively, the "Registration Expenses"). To the extent
that any Registration Expenses are reasonably incurred, assumed or paid by any
holder of Registrable Securities or any placement or sales agent therefor or
underwriter thereof, the Company shall reimburse such person for the full amount
of the Registration Expenses so incurred, assumed or paid promptly after receipt
of a request therefor. Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency fees and
commissions, transfer taxes, if any, and underwriting discounts and commissions
attributable to the sale of such Registrable Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such
holders (severally or jointly), other than the counsel and experts specifically
referred to above.

          Section 5. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Purchaser and each of the holders from time
to time of Registrable Securities that:

          (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to


                                       18



     Section Section 3(c)(iii)(F) or 3(d)(viii)(F) hereof until (ii) such time
     as the Company furnishes an amended or supplemented prospectus pursuant to
     Section 3(c)(iv) or Section 3(e) hereof, each such registration statement,
     and each prospectus (including any summary prospectus) contained therein or
     furnished pursuant to Section 3(c) or Section 3(d) hereof, as then amended
     or supplemented, will conform in all material respects to the requirements
     of the Securities Act and the Trust Indenture Act and the rules and
     regulations of the Commission thereunder and will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading in the light of the circumstances then existing; provided,
     however, that this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by a holder of Registrable
     Securities expressly for use therein.

          (b) Any documents incorporated by reference in any prospectus referred
     to in section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

          (c) The compliance by the Company with all of the provisions of this
     Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not conflict with or result in a
     breach of any of the terms or provisions of, or constitute a default under,
     any material indenture, mortgage, deed of trust, loan agreement or other
     agreement or instrument to which the Company or any subsidiary of the
     Company is a party or by which the Company or any subsidiary of the Company
     is bound or to which any of the property or assets of the Company or any
     subsidiary of the Company is subject, nor will such action result in any
     material violation of the provisions of the certificate of limited
     partnership or the partnership agreement of the Partnership or the
     certificate of incorporation, as amended, or the by-laws of the Finance
     Corp. or any statute or any order, rule or regulation of any court or
     governmental agency or body having jurisdiction over the Partnership or the
     Finance Corp. or any subsidiary of the Partnership or the Finance Corp. or
     any of their properties; and no material consent, approval, authorization,
     order, registration or qualification of or with any such court or
     governmental agency or body is required for the consummation by the Company
     of the transactions contemplated by this Exchange and Registration Rights
     Agreement, except the registration under the Securities Act of the
     Securities, qualification of the Indenture under the Trust Indenture Act
     and such consents, approvals, authorizations, registrations or
     qualifications as may be required under state securities or blue sky laws
     in connection with the offering and distribution of the Securities.


                                       19



          (d) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company.

          Section 6. Indemnification. (a) Indemnification by the Company. The
Partnership and Finance Corp., jointly and severally, will indemnify and hold
harmless each of the holders of Registrable Securities included in an Exchange
Registration Statement, each of the Electing Holders of Registrable Securities
included in a Shelf Registration Statement and each person who participates as a
placement or sales agent or as an underwriter in any offering or sale of such
Registrable Securities against any losses, claims, damages or liabilities, joint
or several, to which such holder, agent or underwriter may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Registration Statement or Shelf Registration Statement, as the case may
be, under which such Registrable Securities were registered under the Securities
Act, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such holder, Electing Holder, agent or
underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse such holder, such Electing Holder, such agent and
such underwriter for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that neither the Partnership nor
Finance Corp. shall be liable to any such person in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein and, provided further, that the neither the
Partnership nor Finance Corp. shall be liable to any such person, to the extent
that any such losses, claims, damages or liabilities arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact or
omission or alleged omission if either (i)(A) such person was required by law to
send or deliver, and failed to send or deliver, a copy of the prospectus with or
prior to delivery of written confirmation of the sale by such person to the
person asserting the claims from which such losses, claims damages or
liabilities arise and (B) the prospectus previously delivered by the Company to
such person would have corrected such untrue statement or alleged untrue
statement or omission or alleged omission, (ii)(A) such untrue statement or
alleged untrue statement or omission or alleged omission is corrected in an
amendment to the prospectus and (B) having been previously furnished by or on
behalf of the Company with copies of the prospectus as so amended or
supplemented, such person failed to send or deliver a copy of such amendment to
the prospectus with or prior to the delivery of written confirmation of the sale
of Registrable Securities to the person asserting the claim from which such
losses, claims, damages or liabilities arise or (iii) (A) such person disposed
of Registrable Securities to the person asserting the claim from which such
losses, claims, damages or liabilities arise pursuant to an Exchange
Registration Statement or Shelf Registration Statement and sent or delivered, or
was required by law to send or deliver, a prospectus to such person in
connection with such disposition, (B) such person received a suspension notice
as provided in Sections 3(c)(iii)(C) through (F) hereof, Sections 3(d)(viii)(C)
through (F) hereof or of any Blackout Period with respect to any Shelf
Registration Statement, in writing at least one Business Day (four Business Days
before settlement) prior to


                                       20



the date of such disposition and (C) such untrue statement or alleged untrue
statement or omission or alleged omission was the reason for such suspension
notice.

          (b) Indemnification by the Holders and any Agents and Underwriters.
Each Electing Holder of Registrable Securities included in any registration
statement filed pursuant to Section 2(b) hereof and each underwriter who
participates in any offering or sale of such Registrable Securities, severally
and not jointly, will (i) indemnify and hold harmless the Partnership, Finance
Corp. and all other holders of Registrable Securities, against any losses,
claims, damages or liabilities to which the Partnership, Finance Corp. or such
other holders of Registrable Securities may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Electing Holder or underwriter expressly for use therein, and (ii) reimburse the
Partnership and Finance Corp. for any legal or other expenses reasonably
incurred by the Partnership and Finance Corp. in connection with investigating
or defending any such action or claim as such expenses are incurred; provided,
however, that no such Electing Holder shall be required to undertake liability
to any person under this Section 6(b) for any amounts in excess of the dollar
amount of the proceeds to be received by such Electing Holder from the sale of
such Electing Holder's Registrable Securities pursuant to such registration.

          (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be


                                       21



sought hereunder (whether or not the indemnified party is an actual or potential
party to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

          (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

          (e) The obligations of the Partnership and Finance Corp. under this
Section 6 shall be in addition to any liability which the Partnership and
Finance Corp. may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or


                                       22



underwriter within the meaning of the Securities Act; and the obligations of the
holders and any agents or underwriters contemplated by this Section 6 shall be
in addition to any liability which the respective holder, agent or underwriter
may otherwise have and shall extend, upon the same terms and conditions, to the
General Partner, to each officer and member of the Board of Supervisors of the
Partnership or Board of Directors of the Finance Corp. and to each person, if
any, who controls either the Partnership or the Finance Corp. within the meaning
of the Securities Act.

          Section 7. Underwritten Offerings. (a) Selection of Underwriters. If
any of the Registrable Securities covered by the Shelf Registration are to be
sold pursuant to an underwritten offering, the managing underwriter or
underwriters thereof shall be designated by Electing Holders holding at least a
majority in aggregate principal amount of the Registrable Securities to be
included in such offering, provided that such designated managing underwriter or
underwriters is or are reasonably acceptable to the Company.

          (b) Participation by Holders. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

          Section 8. Rule 144. The Company covenants to the holders of
Registrable Securities that to the extent it shall be required to do so under
the Exchange Act, the Company shall timely file the reports required to be filed
by it under the Exchange Act or the Securities Act (including the reports under
Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c) (1) of
Rule 144 adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, all to the extent required
from time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

          Section 9. Miscellaneous. (a) No Inconsistent Agreements. The Company
represents, warrants, covenants and agrees that it has not granted, and shall
not grant, registration rights with respect to Registrable Securities or any
other securities which would be inconsistent with the terms contained in this
Exchange and Registration Rights Agreement.

          (b) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Company under this


                                       23



Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction; provided that in the
case of any terms of this Exchange and Registration Rights Agreement for which
Liquidated Damages pursuant to Section 2(c) hereof is expressly provided as a
remedy of a violation of such terms, such Liquidated Damages shall be the sole
monetary damages for such violation.

          (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at 240 Route 10 West, Whippany, NJ 07981, Attention: General Counsel, and if to
a holder, to the address of such holder set forth in the security register or
other records of the Company, or to such other address as the Company or any
such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.

          (d) Parties in Interest. All the terms and provisions of this Exchange
and Registration Rights Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the parties hereto and the holders from
time to time of the Registrable Securities and the respective successors and
assigns of the parties hereto and such holders. In the event that any transferee
of any holder of Registrable Securities shall acquire Registrable Securities, in
any manner, whether by gift, bequest, purchase, operation of law or otherwise,
such transferee shall, without any further writing or action of any kind, be
deemed a beneficiary hereof for all purposes and such Registrable Securities
shall be held subject to all of the terms of this Exchange and Registration
Rights Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Exchange and Registration Rights Agreement. If the Company shall so
request, any such successor, assign or transferee shall agree in writing to
acquire and hold the Registrable Securities subject to all of the applicable
terms hereof.

          (e) Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Purchase Agreement and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.

          (f) Governing Law. This Exchange and Registration Rights Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.

          (g) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience


                                       24



only, do not constitute a part of this Exchange and Registration Rights
Agreement and shall not affect in any way the meaning or interpretation of this
Exchange and Registration Rights Agreement.

          (h) Entire Agreement; Amendments. This Exchange and Registration
Rights Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement may be amended
and the observance of any term of this Exchange and Registration Rights
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by
the Company and the holders of at least a majority in aggregate principal amount
of the Registrable Securities at the time outstanding. Each holder of any
Registrable Securities at the time or thereafter outstanding shall be bound by
any amendment or waiver effected pursuant to this Section 9(h), whether or not
any notice, writing or marking indicating such amendment or waiver appears on
such Registrable Securities or is delivered to such holder.

          (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying on any business
day by any holder of Registrable Securities for proper purposes only (which
shall include any purpose related to the rights of the holders of Registrable
Securities under the Securities, the Indenture and this Agreement) at the
offices of the Company at the address thereof set forth in Section 9(c) above
and at the office of the Trustee under the Indenture.

          (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.


                                       25



          If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers, the
Partnership and Finance Corp.

                                        Very truly yours,

                                        SUBURBAN PROPANE PARTNERS, L.P.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        SUBURBAN ENERGY FINANCE CORP.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Accepted as of the date hereof.

Wachovia Capital Markets, LLC
Goldman, Sachs & Co.
ABN AMRO Incorporated
Calyon Securities (USA) Inc.
Citigroup Global Markets Inc.
NatCity Investments, Inc.

Acting on behalf of themselves and the several
        Initial Purchasers named above.

WACHOVIA CAPITAL MARKETS, LLC


- ----------------------------------------
Name:
Title:


GOLDMAN, SACHS & CO.


- ----------------------------------------
         (Goldman, Sachs & Co.)



                                                                       Exhibit A

                         Suburban Propane Partners, L.P.
                          Suburban Energy Finance Corp.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE] *

          The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Suburban Propane Partners,
L.P. and Suburban Energy Finance Corp. (together, the "Company") 6.875% Senior
Notes due 2013 (the "Securities") are held.

          The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

          It is important that beneficial owners of the Securities receive a
copy of the enclosed materials as soon as possible as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by [Deadline For Response]. Please forward a copy
of the enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Suburban Propane
Partners, L.P., Suburban Energy Finance Corp., 240 Route 10 West, Whippany, NJ
07981, Attention: General Counsel.

- ----------
*    Not less than 28 days from date of mailing.


                                    Exh. A-1



                         Suburban Propane Partners, L.P.
                          Suburban Energy Finance Corp.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

          Reference is hereby made to the Exchange and Registration Rights
Agreement (the "Exchange and Registration Rights Agreement") between Suburban
Propane Partners, L.P. and Suburban Energy Finance Corp. (together, the
"Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-[ ] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's 6.875% Senior Notes (the "Securities"). A copy of the
Exchange and Registration Rights Agreement is attached hereto. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Exchange and Registration Rights Agreement.

          Each beneficial owner of Registrable Securities (as defined below) is
entitled to have the Registrable Securities beneficially owned by it included in
the Shelf Registration Statement. In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire")
must be completed, executed and delivered to the Company's counsel at the
address set forth herein for receipt ON OR BEFORE [Deadline for Response].
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.

          Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.

          The term "Registrable Securities" is defined in the Exchange and
Registration Rights Agreement.


                                    Exh. A-2



                                    ELECTION

          The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in item (6).
The undersigned, by signing and returning this Notice and Questionnaire, agrees
to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration
Rights Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

          Upon any sale of Registrable Securities pursuant to the Shelf
Registration Statement, the Selling Securityholder will be required to deliver
to the Company and Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

          The Selling Securityholder hereby provides the following information
to the Company and represents and warrants that such information is accurate and
complete:


                                    Exh. A-3



                                  QUESTIONNAIRE

(1)  (a)  Full Legal Name of Selling Securityholder:

     (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:

     (c)  Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which Registrable Securities Listed in item (3)
          below are Held:

(2)  Address for Notices to Selling Securityholder:

          ______________________________

          ______________________________

          ______________________________

          Telephone:        ______________________________

          Fax:              ______________________________

          Contact Person:   ______________________________

(3)  Is the Selling Securityholder a broker-dealer?

          Yes [_]   No [_]

(4)  Is the Selling Securityholder an affiliate of a broker-dealer?

          Yes [_]   No [_]

(5)  If the Selling Securityholder is an affiliate of a broker-dealer, will the
     Selling Securityholder certify that the Registrable Securities were bought
     in the ordinary course of business, and at the time of the purchase of the
     Registrable Securities to be resold, no agreements or understandings,
     directly or indirectly, with any person to distribute the Registrable
     Securities existed?

          Yes [_]   No [_]

(6)  Beneficial Ownership of Securities:

     Except as set forth below in this Item (6), the undersigned does not
     beneficially own any Securities.

     (a)  Principal amount of Registrable Securities beneficially owned:

     ___________________________________________________________________________


                                    Exh. A-4



     Title and CUSIP No(s). of such Registrable Securities:

     ___________________________________________________________________________

     (b)  Principal amount of Securities other than Registrable Securities
          beneficially owned:

     ___________________________________________________________________________

     Title and CUSIP No(s). of such other Securities:

     ___________________________________________________________________________

     (c)  Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement:

     Title and CUSIP No(s). of such Registrable Securities to be, included in
     the Shelf Registration Statement:

     _____________________________________________________

(7)  Beneficial Ownership of Other Securities of the Company:

     Except as set forth below in this Item (7), the undersigned Selling
     Securityholder is not the beneficial or registered owner of any other
     securities of the Company, other than the Securities listed above in Item
     (6).

     State any exceptions here:

(8)  Relationships with the Company:

     Except as set forth below, neither the Selling Securityholder nor any of
     its affiliates, officers, directors or principal equity holders (5% or
     more) has held any position or office or has had any other material
     relationship with the Company (or its predecessors or affiliates) during
     the past three years.

     State any exceptions here:

(9)  Plan of Distribution:

     Except as set forth below, the undersigned Selling Securityholder intends
     to distribute the Registrable Securities listed above in Item (6) only as
     follows (if at all): Such Registrable Securities may be sold from time to
     time directly by the undersigned Selling Securityholder or, alternatively,
     through underwriters, broker-dealers or agents. Such Registrable Securities
     may be sold in one or more transactions at fixed prices, at prevailing
     market prices at the time of sale, at varying prices determined at the time
     of sale, or at negotiated prices. Such sales may be effected in
     transactions (which may involve crosses or block transactions) (i) on any
     national securities exchange or quotation service on which the Registered
     Securities may be listed or quoted at the time of sale, (ii) in the
     over-the-counter market, (iii) in transactions otherwise than on such
     exchanges or


                                    Exh. A-5



     services or in the over-the-counter market, or (iv) through the writing of
     options. In connection with sales of the Registrable Securities or
     otherwise, the Selling Securityholder may enter into hedging transactions
     with broker-dealers, which may in turn engage in short sales of the
     Registrable Securities in the course of hedging the positions they assume.
     The Selling Securityholder may also sell Registrable Securities short and
     deliver Registrable Securities to close out such short positions, or loan
     or pledge Registrable Securities to broker-dealers that in turn may sell
     such securities.

     State any exceptions here:

     By signing below, the Selling Securityholder acknowledges that it
     understands its obligation to comply, and agrees that it will comply, with
     the provisions of the Exchange Act and the rules and regulations
     thereunder, particularly Regulation M.

     In the event that the Selling Securityholder transfers all or any portion
     of the Registrable Securities listed in Item (6) above after the date on
     which such information is provided to the Company, the Selling
     Securityholder agrees to notify the transferee(s) at the time of the
     transfer of its rights and obligations under this Notice and Questionnaire
     and the Exchange and Registration Rights Agreement.

     By signing below, the Selling Securityholder consents to the disclosure of
     the information contained herein in its answers to Items (1) through (9)
     above and the inclusion of such information in the Shelf Registration
     Statement and related Prospectus. The Selling Securityholder understands
     that such information will be relied upon by the Company in connection with
     the preparation of the Shelf Registration Statement and related Prospectus.

     In accordance with the Selling Securityholder's obligation under Section
     3(f) of the Exchange and Registration Rights Agreement to provide such
     information as may be required by law for inclusion in the Shelf
     Registration Statement, the Selling Securityholder agrees to promptly
     notify the Company of any inaccuracies or changes in the information
     provided herein which may occur subsequent to the date hereof at any time
     while the Shelf Registration Statement remains in effect. All notices
     hereunder and pursuant to the Exchange and Registration Rights Agreement
     shall be made in writing, by hand-delivery, first-class mail, or air
     courier guaranteeing overnight delivery as follows:

          (i)  To the Company:

               Suburban Propane Partners, L.P.,
               Suburban Energy Finance Corp.,
               Route 10 West
               Whippany, NJ 07981
               Attn: General Counsel


                                    Exh. A-6



          (ii) With a copy to:

               Weil, Gotshal & Manges LLP
               767 Fifth Avenue,
               New York, NY 10153
               Attn: Todd Chandler, Esq.

     Once this Notice and Questionnaire is executed by the Selling
     Securityholder and received by the Company's counsel, the terms of this
     Notice and Questionnaire, and the representations and warranties contained
     herein, shall be binding on, shall inure to the benefit of and shall be
     enforceable by the respective successors, heirs, personal representatives,
     and assigns of the Company and the Selling Securityholder (with respect to
     the Registrable Securities beneficially owned by such Selling
     Securityholder and listed in Item (6) above). This Agreement shall be
     governed in all respects by the laws of the State of New York.

          IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

Dated: __________________________


                                       -----------------------------------------
                                       Selling Securityholder
                                       (Print/type full legal name of beneficial
                                       owner of Registrable Securities)


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

          (i)  To the Company:

               Suburban Propane Partners, L.P.,
               Suburban Energy Finance Corp.,
               Route 10 West
               Whippany, NJ 07981
               Attn: General Counsel


                                    Exh. A-7



          (ii) With a copy to:

               Weil, Gotshal & Manges LLP
               767 Fifth Avenue,
               New York, NY 10153
               Attn: Todd Chandler, Esq.


                                    Exh. A-8



                                                                       Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Suburban Propane Partners, L.P.,
Suburban Energy Finance Corp.
c/o The Bank of New York
101 Barclay Street, Fl. 8W
New York, New York 10286

Attention: Corporate Trust Division

          Re: Suburban Propane Partners, L.P.,
              Suburban Energy Finance Corp. (together, the "Company")
              6.875% Senior Notes due 2013

Dear Sirs:

          Please be advised that _________________________________ has
transferred $_____________ aggregate principal amount of the above-referenced
Notes pursuant to an effective Registration Statement on Form S-[ ] (File No.
333- _____________) filed by the Company.

          We hereby certify that the prospectus delivery requirements, if any,
of the Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a "Selling Holder" in the
Prospectus dated [date] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner's name.

Dated:

                                       Very truly yours,

                                       -----------------------------------------
                                       (Name)


                                       By:
                                           -------------------------------------
                                           (Authorized Signature)


                                    Exh. B-1

EX-10.1

                               FIRST AMENDMENT TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made and entered into as of March 11, 2005, with an Effective
Date (as defined below) determined in accordance with Section 3 below, by and
among SUBURBAN PROPANE, L.P., a Delaware limited partnership (the "Borrower"),
the financial institutions from time to time party to the Initial Credit
Agreement referred to below (the "Lenders") and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, as Administrative Agent for the
Lenders (the "Administrative Agent").

                              Statement of Purpose

     The Borrower, the Lenders and the Administrative Agent are parties to that
certain Credit Agreement dated as of October 20, 2004 (the "Initial Credit
Agreement") pursuant to which the Lenders have extended certain credit
facilities to the Borrower.

     The Borrower has requested that the Lenders amend the Initial Credit
Agreement to (a) provide a term loan facility in the amount of $125,000,000 (the
"Term Loan Facility"), (b) permit the prepayment of the Senior Notes and all
Refinancing Notes, (c) make related amendments necessary for such purposes and
(d) make such other amendments as are described below. The Initial Credit
Agreement, as amended by this Amendment is hereinafter referred to as the
"Amended Credit Agreement". Subject to the terms and conditions of this
Amendment, the Administrative Agent and the Lenders hereby agree to the
requested amendments.

     NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Definitions. All capitalized, undefined terms used in this
Amendment shall have the meanings assigned thereto in the Initial Credit
Agreement.

     SECTION 2. Amendment to Initial Credit Agreement.

     (a) Amendment to Initial Credit Agreement. Effective on Effective Date, the
Initial Credit Agreement shall be amended in the form attached hereto as Exhibit
A.

     (b) Amendment to Exhibits. Effective on Effective Date, the Exhibits to the
Initial Credit Agreement shall be amended in the form attached hereto as Exhibit
B.

     (c) Amendment to Schedule 1.1(a). Effective on Effective Date, Schedule
1.1(a) to the Initial Credit Agreement shall be amended in the form provided by
the Administrative Agent on the Effective Date.

     SECTION 3. Effectiveness. This Amendment shall become effective on the date
(the "Effective Date") upon which the following conditions have been satisfied:



     (a) receipt by the Administrative Agent of an executed original of this
Amendment by the Borrower, the Guarantors and the Required Lenders (or the
Administrative Agent on behalf of and at the direction of the Required Lenders);

     (b) receipt by the Administrative Agent of a duly executed Term Note for
each Lender which has requested a Term Note;

     (c) receipt by the Administrative Agent (in form and substance reasonably
satisfactory thereto) of a certificate of the secretary or assistant secretary
of the Borrower (i) containing a representation that the partnership agreement
provided in connection with the Initial Credit Agreement remains unchanged, (ii)
attaching resolutions duly adopted by the respective governing body of the
Borrower authorizing, as applicable, the execution, delivery and performance of
this Amendment and any Term Notes and approving the transactions contemplated
hereby and (iii) attaching a certificate as of a recent date of the good
standing of the Borrower from its jurisdictions of organization;

     (d) receipt by the Administrative Agent (in form and substance reasonably
satisfactory thereto) of a legal opinion of counsel to the Borrower addressed to
the Administrative Agent and the Lenders with respect to the Borrower, this
Amendment and such other matters as the Administrative Agent shall reasonably
request;

     (e) the payment of all outstanding fees and expenses of the Administrative
Agent (including without limitation, legal fees and expenses) incurred in
connection with the preparation and negotiation of this Amendment and all
documents, certificates and other instruments delivered in connection therewith;

     (f) the receipt by the Borrower of the net proceeds from the issuance of at
least $250,000,000 principal amount of new senior notes by the Parent (the "2005
Senior Notes") (either prior to or contemporaneously with the funding of all or
part of the Term Loan Facility), on terms and conditions substantially similar
to the existing senior notes of the Parent issued pursuant to the indenture
dated as of December 23, 2003;

     (g) the issuance by the Borrower of an irrevocable written notice to prepay
the Senior Notes and all Refinancing Notes (collectively, the "Redeemed Notes"),
including any accrued and unpaid interest and make-whole or premium payments
required thereunder, pursuant to the terms of the Senior Note Agreement and
Refinancing Note Agreement, as applicable, and otherwise on terms and conditions
reasonably satisfactory to the Administrative Agent;

     (h) the prepayment by the Borrower of at least $297,500,000 principal
amount of Redeemed Notes (either prior to or contemporaneously with the funding
of all or part of the Term Loan Facility), pursuant to the terms of the Senior
Note Agreement and Refinancing Note Agreement, as applicable, and otherwise on
terms and conditions reasonably satisfactory to the Administrative Agent;

     (i) receipt by the Borrower of all necessary approvals, authorizations and
consents, if any be required, of any Person, including, without limitation,
board approvals of the Parent and the


                                        2



General Partner, as applicable, and of all Governmental Authorities and courts
having jurisdiction with respect to the transactions contemplated by this
Agreement;

     (j) no material adverse change shall have occurred since September 25, 2004
in the business, properties, operations, condition (financial or otherwise) or
prospects of the Borrower and its subsidiaries taken as a whole and no Default
or Event of Default shall exist or would exist under the Amended Credit
Agreement after giving effect to this Amendment;

     (k) with respect to the Borrower or any of its Subsidiaries, no (i) pending
or threatened litigation exists that, if adversely determined, could,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect or (ii) injunction, order or claim that could, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect;
and

     (l) delivery by the Borrower of all financial statements (including,
without limitation, financial projections) requested by the Administrative Agent
and in form and substance reasonably satisfactory thereto.

     In the event the conditions precedent set forth above are not met prior to
the date that is eleven (11) Business Days following the date the 2005 Senior
Notes are priced, this Amendment shall not become effective and shall be of no
force and effect.

     SECTION 4. Limited Consent and Amendment. Except as expressly provided in
this Amendment, the Initial Credit Agreement and each other Loan Document shall
continue to be, and shall remain, in full force and effect. This Amendment shall
not be deemed or otherwise construed (a) to be a waiver of, or consent to or a
modification or amendment of, any other term or condition of the Initial Credit
Agreement or any other Loan Document, (b) to prejudice any other right or
remedies that the Administrative Agent or the Lenders, or any of them, may now
have or may have in the future under or in connection with the Initial Credit
Agreement or the Loan Documents, as such documents may be amended, restated or
otherwise modified from time to time, (c) to be a commitment or any other
undertaking or expression of any willingness to engage in any further discussion
with the Borrower, the Guarantors or any other person, firm or corporation with
respect to any waiver, amendment, modification or any other change to the
Initial Credit Agreement or the Loan Documents or any rights or remedies arising
in favor of the Lenders or the Administrative Agent, or any of them, under or
with respect to any such documents or (d) to be a waiver of, or consent to or a
modification or amendment of, any other term or condition of any other agreement
by and among the Borrower, any Guarantor or any of its respective Subsidiaries,
on the one hand, and the Administrative Agent or any other Lender, on the other
hand.

     SECTION 5. Representations and Warranties/No Default. By their execution
hereof, and after giving effect to this Amendment, the Borrower and the
Guarantors hereby certify that (a) each of the representations and warranties
set forth in the Initial Credit Agreement and the other Loan Documents is true
and correct as of the date hereof as if fully set forth herein (other than
representations and warranties which speak as of a specific date pursuant to the
Initial Credit Agreement, which representations and warranties shall have been
true and correct as of such specific dates) and that as of the date hereof
(after giving effect to the provisions of this Amendment) no Default or Event of
Default has occurred and is continuing, and (b) the


                                        3



execution, delivery and performance of this Amendment have been authorized by
all requisite corporate action on the part of the Borrower and the Guarantors.

     SECTION 6. Acknowledgement by Guarantors. By their execution hereof, each
of the Guarantors hereby expressly (a) consents to the modifications and
amendments set forth in this Amendment, (b) reaffirms all of its respective
covenants, representations, warranties and other obligations set forth in each
of the Loan Documents to which it is a party and (c) acknowledges, represents
and agrees that its respective covenants, representations, warranties and other
obligations set forth in each of the Loan Documents to which it is a party
remain in full force and effect.

     SECTION 7. Expenses. The Borrower shall pay all reasonable out-of-pocket
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and disbursements of counsel for the Administrative Agent.

     SECTION 8. Governing Law. This Amendment shall be governed by, construed
and enforced in accordance with the laws of the State of New York.

     SECTION 9. Counterparts. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.

     SECTION 10. Fax Transmission. A facsimile, telecopy or other reproduction
of this Amendment may be executed by one or more parties hereto, and an executed
copy of this Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.

                            [Signature Pages Follow]


                                        4



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal by their duly authorized representatives, all as of the
day and year first above written.

                                BORROWER AND GUARANTORS:

                                SUBURBAN PROPANE, L.P., as Borrower


                                By:
                                    --------------------------------------------
                                Name: Robert M. Plante
                                Title: Vice President, Chief Financial
                                       Officer


                                SUBURBAN PROPANE GAS CORPORATION
                                PARGAS, INC.
                                VANGAS, INC.
                                PLATEAU, INC.
                                GAS CONNECTION, INC.
                                SUBURBAN @ HOME, INC.
                                SUBURBAN HOLDINGS, INC.
                                SUBURBAN FRANCHISING, INC.
                                SUBURBAN @ HOME HOLDINGS, INC.
                                SUBURBAN PLUMBING NEW JERSEY, LLC

                                Each of the above,


                                By:
                                    --------------------------------------------
                                Name: Robert M. Plante
                                Title: Vice President, Finance

[First Amendment to Credit Agreement - Suburban Propane, L.P.]



                                SUBURBAN HEATING OIL PARTNERS, LLC
                                AGWAY ENERGY SERVICES, LLC
                                SUBURBAN ALBANY PROPERTY, LLC
                                SUBURBAN BUTLER MONROE STREET PROPERTY, LLC
                                SUBURBAN CANTON BUCK STREET PROPERTY, LLC
                                SUBURBAN CANTON ROUTE 11 PROPERTY, LLC
                                SUBURBAN CHAMBERSBURG FIFTH AVENUE PROPERTY, LLC
                                SUBURBAN COLONIE PROPERTY LLC
                                SUBURBAN ELLENBURG DEPOT PROPERTY, LLC
                                SUBURBAN GETTYSBURG PROPERTY, LLC
                                SUBURBAN LEWISTOWN PROPERTY, LLC
                                SUBURBAN MA SURPLUS PROPERTY, LLC
                                SUBURBAN MARCY PROPERTY, LLC
                                SUBURBAN MIDDLETOWN NORTH STREET PROPERTY, LLC
                                SUBURBAN NEW MILFORD SMITH STREET PROPERTY, LLC
                                SUBURBAN NJ PROPERTY ACQUISITIONS, LLC
                                SUBURBAN NJ SURPLUS PROPERTY, LLC
                                SUBURBAN NY PROPERTY ACQUISITIONS, LLC
                                SUBURBAN NY SURPLUS PROPERTY, LLC
                                SUBURBAN PA PROPERTY ACQUISITIONS, LLC
                                SUBURBAN PA SURPLUS PROPERTY, LLC
                                SUBURBAN ROCHESTER PROPERTY, LLC
                                SUBURBAN SODUS PROPERTY, LLC
                                SUBURBAN TEMPLE PROPERTY, LLC
                                SUBURBAN TONAWANDA PLANT PROPERTY, LLC
                                SUBURBAN TOWANDA PROPERTY, LLC
                                SUBURBAN VERBANK PROPERTY, LLC
                                SUBURBAN VINELAND PROPERTY, LLC
                                SUBURBAN VT PROPERTY ACQUISITIONS, LLC
                                SUBURBAN WALTON PROPERTY, LLC
                                SUBURBAN WASHINGTON PROPERTY, LLC

                                Each of the above,

                                By: GAS CONNECTION, INC., as Manager


                                By:
                                    --------------------------------------------
                                Name: A. Davin D'Ambrosio
                                Title: Treasurer

[First Amendment to Credit Agreement - Suburban Propane, L.P.]



                                SUBURBAN PIPELINE LLC

                                By: SUBURBAN PROPANE, L.P. as Manager


                                By:
                                    --------------------------------------------
                                Name: A. Davin D'Ambrosio
                                Title: Treasurer

[First Amendment to Credit Agreement - Suburban Propane, L.P.]



                                        ADMINISTRATIVE AGENT AND LENDERS:

                                        WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                        Administrative Agent, as Lender, as
                                        Swingline Lender and as an Issuing
                                        Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        FLEET NATIONAL BANK, as Syndication
                                        Agent and Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        CAYLON NEW YORK BRANCH, as Syndication
                                        Agent and Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        CITICORP USA, INC., as Documentation
                                        Agent and Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

[First Amendment to Credit Agreement - Suburban Propane, L.P.]



                                        NATIONAL CITY BANK, as Documentation
                                        Agent and Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        THE BANK OF NEW YORK, as Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        LASALLE BANK NATIONAL ASSOCIATION, as
                                        Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GOLDMAN SACHS CREDIT PARTNERS L.P., as
                                        Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

[First Amendment to Credit Agreement - Suburban Propane, L.P.]



                                        ISRAEL DISCOUNT BANK OF NEW YORK, as
                                        Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        BANK LEUMI USA, as Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        FIRSTRUST BANK, as Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

[First Amendment to Credit Agreement - Suburban Propane, L.P.]



                                    EXHIBIT A

                        Form of Amended Credit Agreement



                                    EXHIBIT B

                  Form of Exhibits to Amended Credit Agreement

EX-10.2

================================================================================

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                          dated as of October 20, 2004,
                      (as amended by the First Amendment to
                   Third Amended and Restated Credit Agreement
                           dated as of March 17, 2005)

                                  by and among

                             SUBURBAN PROPANE, L.P.,
                                  as Borrower,

                         the Lenders referred to herein,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,
                     Swingline Lender and an Issuing Lender,

                              FLEET NATIONAL BANK,
                              as Syndication Agent,

                             CALYON NEW YORK BRANCH,
                              as Syndication Agent,

                               CITICORP USA, INC.,
                             as Documentation Agent,

                                       and

                               NATIONAL CITY BANK,
                             as Documentation Agent

                          WACHOVIA CAPITAL MARKETS, LLC
                   as Sole Lead Arranger and Sole Book Manager

================================================================================



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
ARTICLE I DEFINITIONS.........................................................1
   SECTION 1.1     Definitions................................................1
   SECTION 1.2     Other Definitions and Provisions..........................23
   SECTION 1.3     Accounting Terms..........................................24
   SECTION 1.4     UCC Terms.................................................24
   SECTION 1.5     Rounding..................................................24
   SECTION 1.6     References to Agreement and Laws..........................24
   SECTION 1.7     Times of Day..............................................25
   SECTION 1.8     Letter of Credit Amounts..................................25

ARTICLE II REVOLVING CREDIT FACILITY.........................................25
   SECTION 2.1     Revolving Credit Loans....................................25
   SECTION 2.2     Swingline Loans...........................................26
   SECTION 2.3     Revolver Letters of Credit................................28

ARTICLE III STAND-ALONE LETTER OF CREDIT FACILITY............................32
   SECTION 3.1     Stand-Alone L/C Commitment................................32
   SECTION 3.2     Procedure for Issuance of Stand-Alone Letters of
                      Credit.................................................32
   SECTION 3.3     Commissions and Other Charges.............................33
   SECTION 3.4     Stand-Alone L/C Participations............................33
   SECTION 3.5     Stand-Alone Reimbursement Obligation of the
                      Borrower...............................................34
   SECTION 3.6     Obligations Absolute......................................35

ARTICLE IIIA TERM LOAN FACILITY..............................................35
   SECTION 3A.1    Term Loan.................................................35
   SECTION 3A.2    Procedure for Advance of Term Loan........................35
   SECTION 3A.3    Termination of the Term Loan Commitment...................36
   SECTION 3A.4    Repayment of Term Loan....................................36
   SECTION 3A.5    Prepayments of Term Loan..................................36

ARTICLE IV  GENERAL LOAN PROVISIONS..........................................37
   SECTION 4.1     Procedure for Advances of Loans...........................37
   SECTION 4.2     Repayment of Revolving Credit Loans.......................38
   SECTION 4.4     Repayment; Limited Incurrence during Cleandown
                      Period.................................................40
   SECTION 4.5     Permanent Reduction of the Revolving Credit Commitment
                      and the Stand-Alone L/C Commitment.....................40
   SECTION 4.6     Termination of Revolving Credit Facility and
                      Stand-Alone L/C Facility...............................41
   SECTION 4.7     Interest..................................................41
   SECTION 4.8     Notice and Manner of Conversion or Continuation of
                      Loans..................................................43
   SECTION 4.9     Fees......................................................43
   SECTION 4.10    Manner of Payment.........................................44


                                        i



   SECTION 4.11    Crediting of Payments and Proceeds........................45
   SECTION 4.12    Adjustments...............................................46
   SECTION 4.13    Nature of Obligations of Lenders Regarding Extensions
                      of Credit; Assumption by the Administrative Agent......46
   SECTION 4.14    Changed Circumstances.....................................47
   SECTION 4.15    Increased Costs...........................................48
   SECTION 4.16    Indemnity.................................................49
   SECTION 4.17    Taxes.....................................................49
   SECTION 4.18    Duty to Mitigate; Replacement of Lenders..................52

ARTICLE V  CLOSING; CONDITIONS OF CLOSING AND BORROWING......................53
   SECTION 5.1     Closing...................................................53
   SECTION 5.2     Conditions to Closing and Initial Extensions of
                      Credit.................................................53
   SECTION 5.3     Conditions to All Extensions of Credit....................56

ARTICLE VI  REPRESENTATIONS AND WARRANTIES OF THE BORROWER...................56
   SECTION 6.1     Representations and Warranties............................56
   SECTION 6.2     Survival of Representations and Warranties, Etc...........62

ARTICLE VII  FINANCIAL INFORMATION AND NOTICES...............................63
   SECTION 7.1     Financial Statements......................................63
   SECTION 7.2     Officer's Compliance Certificate..........................64
   SECTION 7.3     Other Reports.............................................64
   SECTION 7.4     Notice of Litigation and Other Matters....................65
   SECTION 7.5     Accuracy of Information...................................66

ARTICLE VIII AFFIRMATIVE COVENANTS...........................................66
   SECTION 8.1     Existence; Businesses and Properties......................66
   SECTION 8.2     Insurance.................................................66
   SECTION 8.3     Taxes.....................................................67
   SECTION 8.4     Employee Benefits.........................................67
   SECTION 8.5     Access to Premises and Records; Confidentiality...........67
   SECTION 8.6     Compliance with Laws......................................67
   SECTION 8.7     Additional Guarantors.....................................68
   SECTION 8.8     Use of Proceeds...........................................68
   SECTION 8.9     Partnership Documents.....................................68
   SECTION 8.10    Compliance with Environmental and Safety Laws.............68
   SECTION 8.11    Preparation of Environmental Reports......................68
   SECTION 8.12    Corporate Identity........................................69
   SECTION 8.13    Federal Reserve Regulations...............................69
   SECTION 8.14    Available Cash Reserves...................................69
   SECTION 8.15    Further Assurances........................................69
   SECTION 8.16    Commodity Hedging Policy..................................70


                                       ii



ARTICLE IX FINANCIAL COVENANTS...............................................70
   SECTION 9.1     Interest Coverage Ratio...................................70
   SECTION 9.2     Leverage Ratio............................................70

ARTICLE X NEGATIVE COVENANTS.................................................70
   SECTION 10.1    Indebtedness..............................................70
   SECTION 10.2    Liens.....................................................72
   SECTION 10.3    Sale and Lease-Back Transactions..........................74
   SECTION 10.4    Investments, Loans and Advances...........................74
   SECTION 10.5    Mergers, Consolidations, Sales of Assets and
                      Acquisitions...........................................76
   SECTION 10.6    Restricted Payments.......................................77
   SECTION 10.7    Transactions with Affiliates..............................79
   SECTION 10.8    Business of Borrower and Subsidiaries.....................79
   SECTION 10.9    Material Agreements; Tax Status...........................79
   SECTION 10.10   Lease Obligations.........................................80
   SECTION 10.11   Priority Indebtedness.....................................80
   SECTION 10.12   Certain Accounting Changes................................80
   SECTION 10.13   Restrictive Agreements....................................80

ARTICLE XI DEFAULT AND REMEDIES..............................................80
   SECTION 11.1    Events of Default.........................................80
   SECTION 11.2    Remedies..................................................82
   SECTION 11.3    Rights and Remedies Cumulative; Non-Waiver; etc...........83

ARTICLE XII THE ADMINISTRATIVE AGENT.........................................83
   SECTION 12.1    Appointment and Authority.................................83
   SECTION 12.2    Rights as a Lender........................................83
   SECTION 12.3    Exculpatory Provisions....................................84
   SECTION 12.4    Reliance by the Administrative Agent......................85
   SECTION 12.5    Delegation of Duties......................................85
   SECTION 12.6    Resignation of Administrative Agent.......................85
   SECTION 12.7    Non-Reliance on Administrative Agent and Other
                      Lenders................................................86
   SECTION 12.8    Administrative Agent May File Proofs of Claim.............86
   SECTION 12.9    No Other Duties, etc......................................87

ARTICLE XIII MISCELLANEOUS...................................................87
   SECTION 13.1    Notices...................................................87
   SECTION 13.2    Expenses; Indemnity.......................................89
   SECTION 13.3    Right of Set-off..........................................90
   SECTION 13.4    Governing Law.............................................91
   SECTION 13.5    Consent to Jurisdiction...................................91
   SECTION 13.6    Waiver of Jury Trial......................................91
   SECTION 13.7    Reversal of Payments......................................91
   SECTION 13.8    Injunctive Relief; Punitive Damages.......................92
   SECTION 13.9    Accounting Matters........................................92


                                       iii



   SECTION 13.10   Successors and Assigns; Participations....................92
   SECTION 13.11   Confidentiality...........................................95
   SECTION 13.12   Amendments, Waivers and Consents..........................95
   SECTION 13.13   Performance of Duties.....................................97
   SECTION 13.14   All Powers Coupled with Interest..........................97
   SECTION 13.15   Survival of Indemnities...................................97
   SECTION 13.16   Titles and Captions.......................................97
   SECTION 13.17   Severability of Provisions................................97
   SECTION 13.18   Counterparts..............................................97
   SECTION 13.19   Term of Agreement.........................................97
   SECTION 13.20   USA Patriot Act...........................................98
   SECTION 13.21   Inconsistencies with Other Documents; Independent
                      Effect of Covenants....................................98
   SECTION 13.22   Entire Agreement..........................................98


                                       iv



EXHIBITS

Exhibit A-1        -    Form of Revolving Credit Note
Exhibit A-2        -    Form of Term Note
Exhibit B          -    Form of Notice of Borrowing
Exhibit C          -    Form of Notice of Account Designation
Exhibit D          -    Form of Notice of Prepayment
Exhibit E          -    Form of Notice of Conversion/Continuation
Exhibit F          -    Form of Officer's Compliance Certificate
Exhibit G          -    Form of Assignment and Assumption
Exhibit H          -    Form of Guaranty Agreement

SCHEDULES

Schedule 1.1(a)    -    Lenders and Commitments
Schedule 1.1(b)    -    Existing Letters of Credit
Schedule 6.1(a)    -    Jurisdictions of Organization and Qualification
Schedule 6.1(b)    -    Subsidiaries and Capitalization
Schedule 6.1(m)    -    Defaults
Schedule 6.1(n)    -    Employee Relations
Schedule 6.1(u)    -    Indebtedness and Contingent Obligations
Schedule 8.16      -    Commodity Hedging Policy
Schedule 10.2      -    Existing Liens


                                        V



     THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 20, 2004
(the "Initial Credit Agreement"), as amended by the First Amendment to Third
Amended and Restated Credit Agreement (the "First Amendment") dated as of March
17, 2005, by and among SUBURBAN PROPANE, L.P., a limited partnership organized
under the laws of Delaware (the "Borrower"), the Lenders who are or may become a
party hereto, in their capacity as Lenders and in such other capacities as
reflected on the signature pages hereto and WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent.

                              STATEMENT OF PURPOSE

     Pursuant to the Second Amended and Restated Credit Agreement dated as of
May 8, 2003 (as amended, the "Original Credit Agreement"), by and among the
Borrower, the lenders party thereto (the "Original Lenders") and the
Administrative Agent, the Original Lenders extended certain credit facilities to
the Borrower pursuant to the terms thereof.

     Pursuant to the Initial Credit Agreement, the Lenders amended and restated
the Original Credit Agreement.

     Pursuant to the First Amendment, the Borrower requested that the Required
Lenders agree to amend the Initial Credit Agreement as of the First Amendment
Effective Date to (a) provide a term loan facility in the amount of
$125,000,000, (b) permit the prepayment of the Senior Notes and all Refinancing
Notes, and (c) make such other related amendments necessary for such purposes
and, subject to the terms and conditions hereof and in the First Amendment, the
Administrative Agent and the Required Lenders have agreed to do so.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.1 Definitions. The following terms when used in this Agreement
shall have the meanings assigned to them below:

     "Administrative Agent" means Wachovia in its capacity as Administrative
Agent hereunder, and any successor thereto appointed pursuant to Section 12.6.

     "Administrative Agent's Office" means the office of the Administrative
Agent specified in or determined in accordance with the provisions of Section
13.1.

     "Affiliate" means, with respect to any Person, any other Person (other than
a Subsidiary) which directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such first
Person or any of its Subsidiaries. The term "control" means the possession,
directly or indirectly, of any other power to direct or cause the direction of



the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.

     "Aggregate Commitment" means the aggregate amount of the Lenders'
Commitments hereunder, as such amount may be modified at any time or from time
to time pursuant to the terms hereof. On the First Amendment Effective Date, the
Aggregate Commitment shall be Two Hundred Seventy-Five Million Dollars
($275,000,000).

     "Agreement" means this Third Amended and Restated Credit Agreement, as
amended by the First Amendment and as further amended, restated, supplemented or
otherwise modified from time to time.

     "Applicable Law" means all applicable provisions of constitutions,
statutes, laws, ordinances, rules, treaties, regulations, permits, licenses,
approvals, interpretations and orders of all Governmental Authorities and all
orders and decrees of all courts and arbitrators.

     "Applicable Margin" means, for purposes of calculating (a) the Base Rate
and LIBOR Rate for purposes of Section 4.7(a), (b) facility fee on the Revolving
Credit Facility for purposes of Section 4.9(a), (c) the facility fee on the
Stand-Alone L/C Facility for purposes of Section 4.9(b), (d) the facility fee on
the Term Loan Facility for purposes of Section 4.9(c) and (e) the commitment fee
on the Term Loan Facility for purposes of Section 4.9(d), the corresponding
percentage per annum as set forth below determined by reference to the Leverage
Ratio as of the end of the fiscal quarter immediately preceding the delivery of
the applicable Officer's Compliance Certificate as follows:



- --------------------------------------------------------------------------------------------------
                                                                               REVOLVING CREDIT,
                                                                              STAND-ALONE L/C AND
                                                      LIBOR                 TERM LOAN FACILITY FEE
                                                     RATE +   BASE RATE +       AND TERM LOAN
LEVEL                  LEVERAGE RATIO                 (%)        (%)          COMMITMENT FEE (%)
- --------------------------------------------------------------------------------------------------

  I     Greater than or equal to 4.25 to 1.00         2.000      1.000              0.500
- --------------------------------------------------------------------------------------------------
 II     Greater than or equal to 3.75 to 1.00, but
        less than 4.25 to 1.00                        1.750      0.750              0.500
- --------------------------------------------------------------------------------------------------
 III    Greater than or equal to 3.25 to 1.00, but
        less than 3.75 to 1.00                        1.625      0.625              0.375
- --------------------------------------------------------------------------------------------------
 IV     Greater than or equal to 2.75 to 1.00, but
        less than 3.25 to 1.00                        1.375      0.375              0.375
- --------------------------------------------------------------------------------------------------
  V     Less than 2.75 to 1.00                        1.250      0.250              0.375
- --------------------------------------------------------------------------------------------------


Adjustments, if any, in the Applicable Margin shall be made by the
Administrative Agent on the third (3rd) Business Day after receipt by the
Administrative Agent of quarterly financial statements for the Borrower and its
Subsidiaries and the accompanying Officer's Compliance Certificate setting forth
the Leverage Ratio of the Borrower and its Subsidiaries as of the most


                                        2



recent fiscal quarter end. Subject to Section 4.7(c), in the event the Borrower
fails to deliver such financial statements and certificate within the time
required by Section 7.2, the Applicable Margin shall be the highest Applicable
Margin set forth above until the delivery of such financial statements and
Officer's Compliance Certificate.

     "Application" means an application, in the form specified by the applicable
Issuing Lender from time to time, requesting such Issuing Lender to issue a
Letter of Credit.

     "Assignment and Assumption" means an assignment and assumption entered into
by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 13.10), and accepted by the Administrative Agent,
in substantially the form of Exhibit G or any other form approved by the
Administrative Agent.

     "Available Cash" means, with respect to any fiscal quarter of the Borrower:

     (a) the sum of the following, without duplication, (i) all cash and cash
equivalents of the Borrower and its Subsidiaries on hand at the end of such
quarter, (ii) all additional cash and cash equivalents of the Borrower and its
Subsidiaries on hand on the date of determination of Available Cash with respect
to such quarter resulting from borrowings hereunder and (iii) the amount of the
Revolving Credit Commitment available to be borrowed hereunder on the date of
determination of Available Cash, less

     (b) the amount of cash reserves that is necessary or appropriate in the
reasonable discretion of the Board of Supervisors of the Borrower to (i) provide
for the proper conduct of the business of the Borrower and its Subsidiaries
(including reserves for future capital expenditures) subsequent to such quarter,
(ii) comply with Applicable Law or any loan agreement (including, but not
limited to, this Agreement), security agreement, mortgage, debt instrument or
other agreement or obligation to which the Borrower or any Subsidiary is a party
or by which it is bound or its assets are subject and which is permitted by the
terms hereof or (iii) provide funds for distributions to partners of the Parent
and the General Partner in respect of any one or more of the next succeeding
four fiscal quarters; provided that the Board of Supervisors shall not establish
cash reserves pursuant to clause (iii) if the effect of such reserves would be
that the Parent is unable to distribute the Minimum Quarterly Distribution on
the Common Units with respect to such quarter; and provided, further, that
disbursements made or cash reserves established, increased or reduced after the
end of such quarter but on or before the date of determination of Available Cash
with respect to such quarter shall be deemed to have been made, established,
increased or reduced, for purposes of determining Available Cash, within such
quarter if the Board of Supervisors of the Borrower so determines.

     In addition, without limitation or duplication of the foregoing, Available
Cash for any fiscal quarter shall reflect reserves equal to (A) 50% of the
interest projected to be paid on any Loans outstanding or projected to be
outstanding hereunder in the next succeeding fiscal quarter and (B) beginning
with a date three fiscal quarters before a scheduled principal payment date on
the Loans, 25% of the aggregate principal amount thereof due on any such payment
date in the third succeeding fiscal quarter, 50% of the aggregate principal
amount due on any such quarterly payment date in the second succeeding fiscal
quarter and 75% of the aggregate principal amount


                                        3



due on any quarterly payment date in the next succeeding fiscal quarter and (C)
the aggregate amount deemed not to constitute Designated Net Proceeds pursuant
to the further proviso contained in the definition of "Designated Net Proceeds".
The foregoing reserves for amounts to be paid at any time shall be reduced by
the amount of the Blocked Portion then in effect.

     "Base Rate" means, at any time, the higher of (a) the Prime Rate or (b) the
Federal Funds Rate plus 1/2 of 1%; each change in the Base Rate shall take
effect simultaneously with the corresponding change or changes in the Prime Rate
or the Federal Funds Rate.

     "Base Rate Loan" means any Loan bearing interest at a rate based upon the
Base Rate as provided in Section 4.7(a).

     "Blocked Portion" has the meaning assigned thereto in Section 2.1(b).

     "Board of Supervisors" means, with respect to the Parent or the Borrower,
as the case may be, such Board of Supervisors as defined in the Parent
Partnership Agreement or the Borrower Partnership Agreement, as applicable.

     "Borrower" has the meaning assigned thereto in the introductory paragraph
hereto.

     "Borrower Partnership Agreement" means the Second Amended and Restated
Agreement of Limited Partnership of the Borrower, dated as of May 26, 1999, as
it may be amended, supplemented or otherwise modified from time to time pursuant
to the terms hereof.

     "Business" means the businesses of the Borrower and its Subsidiaries.

     "Business Day" means (a) for all purposes other than as set forth in clause
(b) below, any day other than a Saturday, Sunday or legal holiday on which banks
in Charlotte, North Carolina and New York, New York, are open for the conduct of
their commercial banking business, and (b) with respect to all notices and
determinations in connection with, and payments of principal and interest on,
any LIBOR Rate Loan, any day that is a Business Day described in clause (a) and
that is also a day for trading by and between banks in Dollar deposits in the
London interbank market.

     "Capital Asset" means, with respect to the Borrower and its Subsidiaries,
any asset that should, in accordance with GAAP, be classified and accounted for
as a capital asset on a Consolidated balance sheet of the Borrower and its
Subsidiaries.

     "Capital Lease" means, with respect to the Borrower and its Subsidiaries,
any lease of any property that should, in accordance with GAAP, be classified
and accounted for as a capital lease on a Consolidated balance sheet of the
Borrower and its Subsidiaries.

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.


                                        4



     "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

     "Change in Ownership" means the occurrence, at any time prior to the later
of the Revolving Credit Termination Date or the Term Loan Termination Date, of
any of the following events: (a) any Person or group of Persons, other than
those Persons owning Capital Stock of the General Partner on the Closing Date,
shall acquire, directly or indirectly, (i) more than 50% of the outstanding
Capital Stock of the General Partner entitled to vote in the election or removal
of the members of the Board of Supervisors or (ii) outstanding Capital Stock of
the General Partner entitled to more than 50% of the assets of the General
Partner upon the dissolution or liquidation thereof, (b) the General Partner
shall fail to own directly or indirectly, beneficially and of record, 100% of
the general partner interests in each of the Parent and the Borrower, (c) a
majority of the seats (excluding vacant seats) on the Board of Supervisors of
the Parent or the Borrower should at any time after the Closing Date be occupied
by Persons who were not nominated by the General Partner, by a majority of the
Board of Supervisors of the Parent or the Borrower or by Persons so nominated or
(d) a change in control with respect to the General Partner, the Parent, or the
Borrower (or similar event, however denominated) should occur under and as
defined in any indenture or agreement in respect of Indebtedness in an aggregate
outstanding principal amount in excess of $10,000,000 to which the General
Partner, the Parent, the Borrower or any Subsidiary is party.

     "Cleandown Period" means a period of thirty (30) consecutive days selected
by the Borrower during each Fiscal Year.

     "Closing Date" means the date of this Agreement.

     "Code" means the Internal Revenue Code of 1986, and the rules and
regulations thereunder, each as amended or supplemented from time to time.

     "Commitment" means, as to any Lender, on a collective basis, such Lender's
Revolving Credit Commitment, Stand-Alone L/C Commitment and Term Loan
Commitment, as set forth opposite such Lender's name on Schedule 1.1(a) hereto,
as the same may be modified at any time or from time to time pursuant to the
terms hereof.

     "Commitment Percentage" means, as to any Lender at any time, such Lender's
Revolving Credit Commitment Percentage, Stand-Alone L/C Commitment Percentage or
Term Loan Commitment Percentage, as applicable.

     "Commodity Hedging Agreement" means any agreement with respect to a
commodity swap or other agreement regarding the hedging of commodity purchase
and sale exposure executed in connection with hedging the commodity purchase and
sale exposure of the Borrower and its Subsidiaries, and any confirming letter
executed pursuant to such commodity hedging agreement, all as amended, restated
or otherwise modified.


                                        5



     "Common Units" means Common Units of the Parent representing limited
partner interests in the Parent.

     "Consolidated" means, when used with reference to financial statements or
financial statement items of the Borrower and its Subsidiaries, such statements
or items on a consolidated basis in accordance with applicable principles of
consolidation under GAAP.

     "Consolidated Billing Program" means an accounts receivable billing and
purchasing arrangement entered into between an ESCO and a utility provider
whereby the utility provider performs billing and collection services with
respect to the commodity component of gas or electricity owned by an ESCO and
delivered to the utility's customers.

     "Consolidated Net Worth" means, at any date of determination, the total
partners' capital of the Borrower and its Subsidiaries at such date, as shown on
the balance sheet of the Borrower and its Subsidiaries, determined on a
Consolidated basis in accordance with GAAP.

     "Contingent Obligation" means, with respect to the Borrower and its
Subsidiaries, without duplication, any obligation, contingent or otherwise, of
any such Person pursuant to which such Person has directly or indirectly
guaranteed any Indebtedness or other obligation of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of any such Person (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or other
obligation (whether arising by virtue of partnership arrangements, by agreement
to keep well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement condition or otherwise) or (b) entered into
for the purpose of assuring in any other manner the obligee of such Indebtedness
or other obligation of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); provided, that the term
Contingent Obligation shall not include endorsements for collection or deposit
in the ordinary course of business.

     "Covered Persons" has the meaning assigned thereto in the definition of
Restricted Payment.

     "Credit Facilities" means the collective reference to the Revolving Credit
Facility, the Revolver L/C Facility, the Stand-Alone L/C Facility, the Term Loan
Facility and the Swingline Facility.

     "Default" means any of the events specified in Section 11.1, which with the
passage of time, the giving of notice or any other condition, would constitute
an Event of Default.

     "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Revolving Credit Loans or the Term Loan, participations in
Revolver L/C Obligations, participations in Stand-Alone L/C Obligations or
participations in Swingline Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when


                                        6



due, unless such amount is the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

     "Designated Net Proceeds" means 100% of all proceeds in cash or cash
equivalents (including cash proceeds subsequently received in respect of noncash
consideration initially received), net of selling expenses (including reasonable
broker's fees or commissions, reasonable attorneys' and accountants' fees and
expenses incurred in connection therewith, transfer and similar taxes, the
Borrower's good faith estimate of income taxes incurred in connection with the
receipt of such proceeds and appropriate reserves to be provided by the Borrower
or any Subsidiary as a reserve required in accordance with GAAP against any
liabilities associated with such sale, transfer or other disposition and
retained by the Borrower or such Subsidiary after such sale, transfer or
disposition), from any sale, transfer or other disposition (other than the sale
of inventory in the ordinary course) of any asset or assets of the Borrower or
any Subsidiary (including the sale or issuance of any Capital Stock of any
Subsidiary) to any Person in any transaction, transactions or related series of
transactions; provided, that the first $15,000,000 of such net proceeds received
in any Fiscal Year (the "Exempt Proceeds") shall not constitute Designated Net
Proceeds; provided further, that if the Borrower shall deliver a certificate of
a Responsible Officer to the Administrative Agent promptly following receipt of
any such proceeds in any Fiscal Year in excess of the Exempt Proceeds for such
Fiscal Year certifying that the Borrower intends to use any portion of such
excess proceeds to acquire productive assets within twelve (12) months of
receipt thereof, such portion shall not constitute Designated Net Proceeds
except to the extent not so used within such twelve (12) month period.

     "Designated Net Insurance/Condemnation Proceeds" means 100% of all
insurance or condemnation proceeds received in cash or cash equivalents, net of
reasonable costs of proceedings in connection therewith and any settlement in
respect thereof, from any damage, destruction, condemnation or other taking
involving insurance or condemnation proceeds in excess of $100,000 with respect
to any single occurrence; provided, that the first $2,500,000 of such net
proceeds received in any Fiscal Year (the "Exempt Insurance/Condemnation
Proceeds") shall not constitute Designated Net Insurance/Condemnation Proceeds;
provided further, that if the Borrower shall deliver a certificate of a
Responsible Officer to the Administrative Agent promptly following receipt of
any such proceeds in any Fiscal Year in excess of the Exempt
Insurance/Condemnation Proceeds for such Fiscal Year certifying that the
Borrower intends to use any portion of such excess proceeds to restore, modify
or replace the properties or assets in respect of which such insurance or
condemnation proceeds were received within twelve (12) months of such receipt,
such portion shall not constitute Designated Net Insurance/Condemnation Proceeds
except to the extent not so used within such twelve (12) month period.

     "Disputes" has the meaning set forth in Section 13.6.

     "Dollars" or "$" means, unless otherwise qualified, dollars in lawful
currency of the United States.

     "EBITDA" means, with respect to the Borrower and its Subsidiaries on a
Consolidated basis for any period, the Consolidated net income of the Borrower
and its Subsidiaries for such


                                        7



period (excluding any after-tax gains or losses attributable to asset sales not
in the ordinary course of business during such period), computed in accordance
with GAAP, plus, to the extent deducted in computing such Consolidated net
income and without duplication, the sum of (a) income tax expense, (b) Interest
Expense, (c) depreciation and amortization expense, (d) extraordinary losses
during such period, (e) the amount of any make whole or premium paid in
connection with the prepayment of the Senior Notes and the Refinancing Notes and
(f) the amount of unamortized origination costs with respect to the Senior Notes
and the Refinancing Notes, minus, to the extent added in computing such
Consolidated net income and without duplication, extraordinary gains and other
non-recurring gains during such period; provided, that (i) for the purposes of
determining EBITDA for any period during which a Permitted Business Acquisition
is consummated, EBITDA shall be adjusted in a manner reasonably satisfactory to
the Administrative Agent to give effect to the consummation of such Permitted
Business Acquisition on a pro forma basis in accordance with GAAP, as if such
Permitted Business Acquisition occurred on the first day of such period and (ii)
EBITDA shall exclude all unrealized gains and losses reported under Financial
Accounting Standards Board Statement No. 133 in connection with forward
contracts, futures contracts or other derivatives or Commodity Hedging
Agreements in accordance with the Borrower's existing commodity hedging policy.

     "Eligible Assignee" means (a) a Lender, (b) an Affiliate of a Lender, and
(c) any other Person (other than a natural person) approved by (i) the
Administrative Agent, (ii) in the case of any assignment of a Revolving Credit
Commitment, the Swingline Lender and the Revolver Issuing Lender, (iii) in the
case of any assignment of a Stand-Alone L/C Commitment, the Stand-Alone Issuing
Lenders, and (iv) unless a Default or Event of Default has occurred and is
continuing, the Borrower (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall
not include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

     "Employee Benefit Plan" means any employee benefit plan within the meaning
of Section 3(3) of ERISA which (a) is maintained for employees of the Borrower
or any ERISA Affiliate or (b) has at any time within the preceding six years
been maintained for the employees of the Borrower or any current or former ERISA
Affiliate.

     "Environmental and Safety Laws" means any and all federal, state and local
laws, statutes, ordinances, rules, regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities, relating to
the protection of human health (including, but not limited to employee health
and safety) or the environment, including, but not limited to, requirements
pertaining to the manufacture, processing, distribution, use, treatment,
storage, disposal, transportation, handling, reporting, licensing, permitting,
investigation or remediation of Hazardous Materials.

     "ERISA" means the Employee Retirement Income Security Act of 1974, and the
rules and regulations thereunder, each as amended or modified from time to time.

     "ERISA Affiliate" means any Person who together with the Borrower is
treated as a single employer within the meaning of Section 414(b), (c), (m) or
(o) of the Code or Section 4001(b) of ERISA.


                                        8



     "ERISA Event" means (i) any "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder, with respect to a Pension Plan;
(ii) the adoption of any amendment to a Pension Plan that would require the
provision of security pursuant to Section 401(a)(29) of the Code or Section 307
of ERISA; (iii) the existence with respect to any Pension Plan of an
"accumulated funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (iv) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Pension Plan; (v) the
incurrence of any liability under Title IV of ERISA with respect to the
termination of any Pension Plan or the withdrawal or partial withdrawal of the
Borrower or any of its ERISA Affiliates from any Pension Plan or Multiemployer
Plan; (vi) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a
plan administrator of any notice relating to the intention to terminate any
Pension Plan or Pension Plans or to appoint a trustee to administer any Pension
Plan; (vii) the receipt by the Borrower or any ERISA Affiliate of any notice
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA or the institution of proceedings to
terminate, or the appointment of a trustee with respect to, any Pension Plan by
the PBGC; (viii) the occurrence of a "prohibited transaction" with respect to
which the Borrower or any of its subsidiaries is a "disqualified person" (within
the meaning of Section 4975 of the Code) and with respect to which the Borrower
or any such subsidiary would be liable for the payment of an excise tax and (ix)
any other event or condition which would constitute grounds under Section
4042(a) of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan.

     "ESCO" means any Subsidiary of the Borrower that provides energy services
through a utility provider and participates in a Consolidated Billing Program in
the ordinary course of such Subsidiary's business.

     "Eurodollar Reserve Percentage" means, for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of Eurocurrency liabilities or any similar category of liabilities for a
member bank of the Federal Reserve System in New York City.

     "Event of Default" means any of the events specified in Section 11.1;
provided that any requirement for passage of time, giving of notice, or any
other condition, has been satisfied.

     "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Lender or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) taxes imposed on
or measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, and (b) all franchise
taxes or branch taxes imposed upon any Lender or its applicable lending office,
or any branch or affiliate thereof, in each case imposed:


                                        9



(i) by the jurisdiction under the laws of which such Lender, applicable lending
office, branch or affiliate is organized or is located, or in which its
principal executive office is located, or any nation within which such
jurisdiction is located or any political subdivision thereof; or (ii) by reason
of any connection between the jurisdiction imposing such tax and such Lender,
applicable lending office, branch or affiliate other than a connection arising
solely from such Lender having executed, delivered or performed its obligations
under, or received payment under or enforced, this Agreement.

     "Exempt Insurance/Condemnation Proceeds" has the meaning assigned such term
in the definition of Designated Net Insurance/Condemnation Proceeds.

     "Exempt Proceeds" has the meaning assigned such term in the definition of
Designated Net Proceeds.

     "Existing Letters of Credit" means all letters of credit identified on
Schedule 1.1(b).

     "Extensions of Credit" means, as to any Lender at any time, (a) an amount
equal to the sum of (i) such Lender's Revolving Credit Extensions of Credit,
(ii) such Lender's Stand-Alone L/C Commitment Percentage of the Stand-Alone L/C
Obligations then outstanding and (iii) such Lender's Term Loan Commitment
Percentage of the Term Loan then outstanding, or (b) the making of any Loan or
participation in any Letter of Credit by such Lender, as the context requires.

     "Federal Funds Rate" means, the rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%) representing the daily effective
federal funds rate as quoted by the Administrative Agent and confirmed in
Federal Reserve Board Statistical Release H.15 (519) or any successor or
substitute publication selected by the Administrative Agent. If, for any reason,
such rate is not available, then "Federal Funds Rate" means a daily rate which
is determined, in the opinion of the Administrative Agent, to be the rate at
which federal funds are being offered for sale in the national federal funds
market at 9:00 a.m. Rates for weekends or holidays shall be the same as the rate
for the most immediate preceding Business Day.

     "Fee Letter" means the separate fee letter agreement executed by the
Borrower and the Administrative Agent and/or certain of its affiliates dated
September 28, 2004.

     "Financial Officer" means, as to any Person, the chief financial officer,
the treasurer or the principal accounting officer of such Person.

     "First Amendment" has the meaning assigned thereto in the introductory
paragraph hereto.

     "First Amendment Effective Date" means the date upon which each of the
conditions precedent set forth in Section 3 of the First Amendment have been
satisfied.

     "Fiscal Year" means the 52-week fiscal year of the Borrower and its
Subsidiaries ending on the last Saturday in September.


                                       10



     "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is resident for tax purposes.
For purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

     "GAAP" means generally accepted accounting principles, as recognized by the
American Institute of Certified Public Accountants and the Financial Accounting
Standards Board, consistently applied and maintained on a consistent basis for
the Borrower and its Subsidiaries throughout the period indicated and (subject
to Section 13.9) consistent with the prior financial practice of the Borrower
and its Subsidiaries.

     "General Partner" means Suburban Energy Services Group LLC, a Delaware
limited liability company.

     "General Partner Unit" means a unit representing a fractional part of the
General Partner's general partner interest in the Parent (which shall exclude
any limited partner or other interest that the General Partner may have from
time to time in the Parent).

     "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.

     "Governmental Authority" means any nation, province, state or political
subdivision thereof, and any government or any Person exercising executive,
legislative, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

     "Guarantee" of or by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person (the "primary obligor")
(excluding endorsements of checks for collection or deposit in the ordinary
course of business) in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (ii) to purchase property, securities or
services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness.

     "Guaranty Agreement" means the Second Amended and Restated Guaranty
Agreement dated as of the date hereof executed by each Subsidiary of the
Borrower (other than any foreign Subsidiary and Suburban Sales and Service,
Inc.) in favor of the Administrative Agent for the ratable benefit of the
Lenders, substantially in the form of Exhibit H, as amended, restated,
supplemented or otherwise modified from time to time.


                                       11



     "Guarantor" means each Subsidiary that is party to the Guaranty Agreement
on the Closing Date together with any Subsidiary who becomes a party to the
Guaranty Agreement after the Closing Date in accordance with the terms of
Section 8.7; provided, that Suburban Sales and Service, Inc. shall not be
required to become a Guarantor.

     "Hazardous Materials" means any substances or materials (a) which are or
become defined as hazardous wastes, hazardous substances, pollutants,
contaminants, chemical substances or mixtures or toxic substances under any
Environmental and Safety Laws, (b) which are toxic, explosive, corrosive,
flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful
to human health or the environment and are or become regulated by any
Governmental Authority, (c) the presence of which require investigation or
remediation under any Environmental and Safety Laws or common law, (d) the
discharge or emission or release of which requires a permit or license under any
Environmental and Safety Laws or other Governmental Approval, (e) which are
deemed to constitute a nuisance or a trespass which pose a health or safety
hazard to Persons or neighboring properties, (f) which consist of underground or
aboveground storage tanks, whether empty, filled or partially filled with any
substance, or (g) which contain, without limitation, asbestos, polychlorinated
biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum
derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic
gas.

     "Hedging Agreement" means any (a) interest rate swap agreement, (b)
interest rate cap agreement, (c) interest rate floor agreement, (d) interest
rate collar agreement, (e) interest rate option or (f) other agreement, in each
case, entered into with the intent to protect any Person against fluctuations in
interest rates of existing or expected issuances of Indebtedness and entered
into as a bona fide hedging agreement and not for purposes of investment or
speculation and any confirming letter executed pursuant to such agreement, all
as amended, restated, supplemented or otherwise modified from time to time.

     "Indebtedness" means, with respect to any Person, without duplication (a)
all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind (including repurchase obligations), (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments or
letters of credit in support of bonds, notes, debentures or similar instruments,
(c) all obligations of such Person upon which interest charges are customarily
paid, (d) all obligations of such Person under any conditional sale or other
title retention agreement relating to property purchased by such Person, (e) all
obligations of such Person issued or assumed as the deferred purchase price of
property or services, (f) all obligations under Capital Leases of such Person,
(g) all obligations of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property or assets owned or acquired by such Person, whether or not
the obligations secured thereby have been assumed, (h) all Guarantees of such
Person, (i) all obligations of such Person with respect to Swap Agreements and
Commodity Hedging Agreements (valued at the termination value thereof computed
in accordance with a method approved by the International Swap Dealers
Association and agreed to by such Person in the applicable Swap Agreement or
Commodity Hedging Agreement, if any), (j) all obligations of such Person as an
account party in respect of letters of credit (i) securing Indebtedness (other
than letters of credit obtained in the ordinary course of business and
consistent with past


                                       12



practices) or (ii) obtained for any purpose not in the ordinary course of
business or not consistent with past practices and (k) all obligations of such
Person in respect of bankers' acceptances; provided that accounts payable to
suppliers incurred in the ordinary course of business and paid in the ordinary
course of business consistent with past practices shall not constitute
Indebtedness.

     "Indemnified Taxes" means Taxes and Other Taxes other than Excluded Taxes.

     "Interest Expense" means, with respect to any period, the sum of, without
duplication, gross interest expense and capitalized interest of the Parent, the
Borrower and their respective Subsidiaries for such period minus interest income
of the Parent, the Borrower and their respective Subsidiaries for such period,
determined on a Consolidated basis in accordance with GAAP.

     "Interest Period" has the meaning assigned thereto in Section 4.7(b).

     "Investment" means, as applied to any Person, any direct or indirect
purchase or other acquisition by such Person of Capital Stock or other
securities of any other Person, or any direct or indirect loan, advance or
capital contribution by such Person to any other Person and any other item which
would be classified as an "investment" on a balance sheet of such Person
prepared in accordance with GAAP, including without limitation any direct or
indirect contribution by such Person of property or assets to a joint venture,
partnership or other business entity in which such Person retains an interest
(it being understood that a direct or indirect purchase or other acquisition by
such Person of assets of any other Person (other than Capital Stock or other
securities) shall not constitute an "Investment" for purposes of this
Agreement).

     "ISP98" means the International Standby Practices (1998 Revision, effective
January 1, 1999), International Chamber of Commerce Publication No. 590.

     "Issuing Lender" means the Revolver Issuing Lender and/or any Stand-Alone
Issuing Lender, as applicable.

     "L/C Obligations" means, collectively, the Revolver L/C Obligations and the
Stand-Alone L/C Obligations.

     "Lender" means each Person executing this Agreement as a Lender (including,
without limitation, each Issuing Lender and the Swingline Lender unless the
context otherwise requires) set forth on the signature pages hereto and each
Person that hereafter becomes a party to this Agreement as a Lender pursuant to
Section 13.10.

     "Lending Office" means, with respect to any Lender, the office of such
Lender maintaining such Lender's Loans.

     "Letters of Credit" means, collectively, the Revolver Letters of Credit and
the Stand-Alone Letters of Credit.


                                       13



     "Leverage Ratio" means, on any date, the ratio of (a) Total Indebtedness as
of such date to (b) an amount equal to the aggregate amount of EBITDA of the
Borrower and its Subsidiaries for the period of four consecutive fiscal quarters
ended most recently on or prior to such date, determined on a Consolidated basis
in accordance with GAAP.

     "LIBOR" means the rate of interest per annum determined on the basis of the
rate for deposits in Dollars in minimum amounts of at least $5,000,000 for a
period equal to the Interest Period selected which appears on the Telerate Page
Screen 3750 at approximately 11:00 a.m., London time, two (2) Business Days
prior to the first day of the applicable Interest Period (rounded upward, if
necessary, to the nearest one-one hundredth of one percent (1/100%)). If, for
any reason, such rate does not appear on Telerate Page Screen 3750, then "LIBOR"
shall be determined by the Administrative Agent to be the arithmetic average of
the rate per annum at which deposits in Dollars in minimum amounts of at least
$5,000,000 would be offered by first class banks in the London interbank market
to the Administrative Agent at approximately 11:00 a.m., London time, two (2)
Business Days prior to the first day of the applicable Interest Period for
settlement in immediately available funds by leading banks in the London
interbank market for a period equal to the Interest Period selected. Each
calculation by the Administrative Agent of LIBOR shall be conclusive and binding
for all purposes, absent manifest error.

     "LIBOR Rate" means a rate per annum (rounded upwards, if necessary, to the
next higher 1/100th of 1%) determined by the Administrative Agent pursuant to
the following formula:

     LIBOR Rate =               LIBOR
                  ----------------------------------
                  1.00-Eurodollar Reserve Percentage

     "LIBOR Rate Loan" means any Loan bearing interest at a rate based upon the
LIBOR Rate as provided in Section 4.7(a).

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, hypothecation or encumbrance of any kind in respect
of such asset. For the purposes of this Agreement, a Person shall be deemed to
own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, Capital
Lease or other title retention agreement relating to such asset.

     "Loan" means any Revolving Credit Loan, the Term Loan or any Swingline Loan
made to the Borrower pursuant to Article II or Article IIIA, as applicable, and
all such Loans collectively as the context requires.

     "Loan Documents" means, collectively, this Agreement, the First Amendment,
the Revolving Credit Notes, the Term Notes, the Applications, the Guaranty
Agreement and each other document, instrument, certificate and agreement
executed and delivered by the Borrower, its Subsidiaries or their counsel in
connection with this Agreement or otherwise referred to herein or contemplated
hereby (excluding any Swap Agreement), all as may be amended, restated,
supplemented or otherwise modified from time to time.


                                       14



     "Material Adverse Effect" means (a) a materially adverse effect on the
business, assets, operations, prospects or financial condition of the Business,
the General Partner, the Parent, the Borrower or the Borrower and its
Subsidiaries taken as a whole, (b) any material impairment of the ability of the
Borrower or any Subsidiary to perform any of its Obligations under any Loan
Document or (c) any material impairment of the rights of or benefits available
to the Lenders or the Administrative Agent under any of the Loan Documents.

     "Minimum Quarterly Distribution" has the meaning assigned thereto in the
Parent Partnership Agreement.

     "Multiemployer Plan" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making, or
is accruing an obligation to make, or has accrued an obligation to make
contributions within the preceding six (6) years.

     "Notice of Account Designation" has the meaning assigned thereto in Section
4.1(b).

     "Notice of Borrowing" has the meaning assigned thereto in Section 4.1(a).

     "Notice of Conversion/Continuation" has the meaning assigned thereto in
Section 4.8.

     "Notice of Prepayment" has the meaning assigned thereto in Section 4.2(c).

     "Obligations" means, in each case, whether now in existence or hereafter
arising: (a) the principal of and interest on (including interest accruing after
the filing of any bankruptcy or similar petition) the Loans, (b) the L/C
Obligations, (c) all Swap Obligations and (d) all other fees and commissions
(including attorney's fees), charges, indebtedness, loans, liabilities,
financial accommodations, obligations, covenants and duties owing by the
Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent,
in each case under or in respect of this Agreement, any Letter of Credit or any
of the other Loan Documents of every kind, nature and description, direct or
indirect, absolute or contingent, due or to become due, contractual or tortious,
liquidated or unliquidated, and whether or not evidenced by any note, and
whether or not for the payment of money under or in respect of this Agreement,
any Letter of Credit or any of the other Loan Documents.

     "OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets
Control.

     "Officer's Compliance Certificate" has the meaning assigned thereto in
Section 7.2.

     "Original Credit Agreement" has the meaning set forth in the Statement of
Purpose.

     "Other Taxes" means all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.


                                       15



     "Parent" means Suburban Propane Partners, L.P., a limited partnership
organized under the laws of the State of Delaware.

     "Parent Notes" means the collective reference to (i) the 6.875% senior
notes, due 2013, of the Parent issued in the original principal amount of
$175,000,000 pursuant to the indenture dated as of December 23, 2003, (ii) the
additional 6.875% senior notes, due 2013, of the Parent issued in the original
principal amount of $250,000,000 pursuant to the indenture dated as of December
23, 2003 and (iii) any Parent Refinancing Notes.

     "Parent Debt Service" means all scheduled payments of principal, interest
and fees due on the Parent Notes.

     "Parent Partnership Agreement" means the Second Amended and Restated
Agreement of Limited Partnership of the Parent dated as of May 26, 1999, as it
may be amended, supplemented or otherwise modified from time to time pursuant to
the terms hereof.

     "Parent Refinancing Notes" means any Indebtedness of the Parent (other than
intercompany Indebtedness) issued in exchange for, or the net proceeds of which
are used to refund, refinance, replace, defease or discharge all or any portion
of the Parent Notes; provided that:

     (a) the principal amount (or accreted value, if applicable) of such Parent
Refinancing Notes does not exceed the principal amount (or accreted value, if
applicable) of the Parent Notes being extended, refinanced, renewed, replaced,
defeased or refunded (plus all accrued interest on the Indebtedness and the
amount of all fees, expenses and premiums incurred in connection therewith);

     (b) such Parent Refinancing Notes have a final maturity date later than the
final maturity date of, and have a weighted average life to maturity equal to or
greater than the weighted average life to maturity of, the Parent Notes being
extended, refinanced, renewed, replaced, defeased or refunded; and

     (c) such Indebtedness is incurred by the Person or Persons that are the
obligor on the Parent Notes being extended, refinanced, renewed, replaced,
defeased or refunded.

     "Participant" has the meaning assigned thereto in Section 13.10(d).

     "PBGC" means the Pension Benefit Guaranty Corporation or any successor
agency.

     "Partnership Documents" means the Parent Partnership Agreement and the
Borrower Partnership Agreement, in each case as in effect on the date hereof and
as the same may from time to time be amended, supplemented or otherwise modified
in accordance with the terms hereof and thereof.

     "Pension Plan" means any Employee Benefit Plan, other than a Multiemployer
Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of
the Code and which (a) is maintained for employees of the Borrower or any ERISA
Affiliates or (b) has at any time


                                       16



within the preceding six years been maintained for the employees of the Borrower
or any of their current or former ERISA Affiliates.

     "Permitted Banks" has the meaning assigned to such term in Section 10.4(c).

     "Permitted Business Acquisition" means any acquisition of all or
substantially all the assets of, or all the shares or other equity interests in,
a Person or division or line of business of a Person (or any subsequent
investment made in a previously consummated Permitted Business Acquisition) if
immediately after giving effect thereto: (a) no Event of Default or Default
shall have occurred and be continuing or would result therefrom, (b) all
transactions related thereto shall be consummated in accordance with applicable
laws, (c) all the Capital Stock of any acquired or newly formed corporation,
partnership, association or other business entity is owned directly by the
Borrower or a domestic Wholly-Owned Subsidiary and such acquired or newly formed
Subsidiary shall have entered into the Guaranty Agreement, (d) the Borrower and
its Subsidiaries shall be in compliance, on a pro forma basis after giving
effect to such acquisition or formation, with the covenants contained in Article
IX recomputed as at the last day of the most recently ended fiscal quarter of
the Borrower and its Subsidiaries as if such acquisition had occurred on the
first day of each relevant period for testing such compliance, and, in the case
of any transaction involving consideration (whether cash or property, as valued
at the time such transaction is consummated) in excess of $5,000,000, the
Borrower shall have delivered to the Administrative Agent a certificate of a
Responsible Officer to such effect, together with all relevant financial
information for such Subsidiary or assets and calculations demonstrating such
compliance, (e) any acquired or newly formed Subsidiary shall not be liable for
any Indebtedness (except for Indebtedness permitted by Section 10.1) and (f) the
Required Lenders shall have given their prior written consent (which consent
shall not be unreasonably withheld, taking into consideration the merits of the
acquisition) in the case of (i) any acquisition outside the business currently
conducted by the Borrower involving consideration (whether cash or property, as
valued at the time each investment is made) in excess of $5,000,000 and (ii) any
acquisition if as a result thereof the aggregate consideration (whether cash or
property, as valued at the time each investment is made) for all acquisitions
(net of return of capital of (but not return on) investments in such
acquisitions) would be in excess of $25,000,000.

     "Person" means an individual, corporation, limited liability company,
partnership, association, trust, business trust, joint venture, joint stock
company, pool, syndicate, sole proprietorship, unincorporated organization,
Governmental Authority or any other form of entity or group thereof.

     "Prime Rate" means, at any time, the rate of interest per annum publicly
announced from time to time by Wachovia as its prime rate. Each change in the
Prime Rate shall be effective as of the opening of business on the day such
change in the Prime Rate occurs. The parties hereto acknowledge that the rate
announced publicly by Wachovia as its Prime Rate is an index or base rate and
shall not necessarily be its lowest or best rate charged to its customers or
other banks.

     "Priority Indebtedness" means, as of any date of determination and without
duplication, the sum of (a) Indebtedness of Subsidiaries of the Borrower (other
than Indebtedness owed to the Borrower or any Wholly-Owned Subsidiary of the
Borrower) plus (b) Indebtedness of the


                                       17



Borrower and its Subsidiaries secured by Liens permitted by clauses (a), (c),
(n) and (p) of Section 10.2 and any renewals of such Liens permitted by clause
(j) of Section 10.2.

     "Refinancing Notes" means the senior notes of the Borrower issued in the
original principal amount of $42,500,000 pursuant to the Note Purchase Agreement
dated as of April 19, 2002.

     "Register" has the meaning assigned thereto in Section 13.10(c).

     "Reimbursement Obligations" means, collectively, the Revolver Reimbursement
Obligations and the Stand-Alone Reimbursement Obligations.

     "Related Parties" means, with respect to any Person, such Person's
Affiliates and the directors, officers, employees, agents and advisors of such
Person and of such Person's Affiliates.

     "Required Lenders" means, at any date, any combination of Lenders whose
Commitments aggregate more than fifty percent (50%) of the Aggregate Commitment
or, if the Credit Facilities have been terminated pursuant to the terms hereof,
any combination of Lenders holding more than fifty percent (50%) of the
aggregate Extensions of Credit; provided that the Commitment of, and the portion
of the Extensions of Credit, as applicable, held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.

     "Reserve Items" has the meaning set forth in Section 2.1(b).

     "Responsible Officer" means, with respect to any Person, any executive
officer or Financial Officer of such Person and any other officer or similar
official thereof responsible for the administration of the obligations of such
Person in respect of this Agreement. Any document delivered hereunder that is
signed by a Responsible Officer of the Borrower or any Guarantor, as applicable,
shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Person and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
such Person.

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


                                       18



to acquire any such shares, except to the extent that such payment consists of
shares of Capital Stock of such Covered Person; and (c) in the case of any other
Covered Person, any payment analogous to the prepayments referred to in clauses
(a) and (b) above.

     "Revolver Issuing Lender" means, with respect to Revolver Letters of
Credit, Wachovia, in its capacity as issuer thereof, or any successor thereto.

     "Revolver L/C Commitment" means the lesser of (a) Fifteen Million Dollars
($15,000,000) and (b) the Revolving Credit Commitment.

     "Revolver L/C Facility" means the letter of credit facility established
pursuant to Section 2.3.

     "Revolver L/C Obligations" means at any time, an amount equal to the sum of
(a) the aggregate undrawn and unexpired amount of the then outstanding Revolver
Letters of Credit and (b) the aggregate amount of drawings under Revolver
Letters of Credit which have not then been reimbursed pursuant to Section
2.3(e).

     "Revolver L/C Participants" means the collective reference to all of the
Revolving Credit Lenders other than the Revolver Issuing Lender.

     "Revolver Letters of Credit" has the meaning assigned thereto in Section
2.3(a).

     "Revolver Reimbursement Obligation" means the obligation of the Borrower to
reimburse the Revolver Issuing Lender pursuant to Section 2.3(e) for amounts
drawn under Revolver Letters of Credit.

     "Revolving Credit Commitment" means (a) as to any Lender, the obligation of
such Lender to make Revolving Credit Loans to the Borrower hereunder, to
participate in Revolver Letters of Credit hereunder and to participate in
Swingline Loans hereunder, in an aggregate principal amount at any time
outstanding not to exceed the amount so designated opposite such Lender's name
on Schedule 1.1(a) hereto, as the same may be modified at any time or from time
to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate
commitment of all Lenders to make Revolving Credit Loans, as such amount may be
modified at any time or from time to time pursuant to the terms hereof. The
Revolving Credit Commitment of all Lenders on the Closing Date shall be
Seventy-Five Million Dollars ($75,000,000).

     "Revolving Credit Commitment Percentage" means, as to any Lender at any
time, the ratio of (a) the amount of the Revolving Credit Commitment of such
Lender to (b) the Revolving Credit Commitment of all Lenders.

     "Revolving Credit Extensions of Credit" means, as to any Lender, at any
time, an amount equal to the sum of (i) the aggregate principal amount of all
Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender's
Revolving Credit Commitment Percentage of the Revolver L/C Obligations then
outstanding and (iii) such Lender's Revolving Credit Commitment Percentage of
the Swingline Loans then outstanding.


                                       19



     "Revolving Credit Facility" means the revolving credit facility established
pursuant to Section 2.1(a).

     "Revolving Credit Lender" means any Lender with a Revolving Credit
Commitment.

     "Revolving Credit Loan" means any of the revolving credit loans made by the
Lenders to the Borrower pursuant to Section 2.1(a) and all such loans
collectively as the context requires.

     "Revolving Credit Note" means a promissory note made by the Borrower in
favor of a Revolving Credit Lender evidencing the Revolving Credit Loans made by
such Revolving Credit Lender, substantially in the form of Exhibit A-1, and any
amendments, supplements and modifications thereto, any substitutes therefor, and
any replacements, restatements, renewals or extension thereof, in whole or in
part.

     "Revolving Credit Termination Date" means the earliest to occur of (a)
October 20, 2008, (b) the date of termination of the Revolving Credit
Commitments and the Stand-Alone L/C Commitments by the Borrower pursuant to
Section 4.5(a), or (c) the date of termination by the Administrative Agent on
behalf of the Lenders pursuant to Section 11.2(a).

     "SCANA Litigation" means the lawsuit captioned Heritage Propane Partners,
L.P. v. SCANA Corporation et al., Civil Action 01-CP-40-3262, filed in the Court
of Common Pleas for Richland County, South Carolina, and all claims and
counterclaims related thereto.

     "Senior Notes" means the 7.54% Senior Notes, due 2011, of the Borrower.

     "Solvent" means, as to the Borrower and its Subsidiaries on a particular
date, that any such Person (a) has capital sufficient to carry on its business
and transactions and all business and transactions in which it is about to
engage and is able to pay its debts as they mature, (b) owns property having a
value, both at fair valuation and at present fair saleable value, greater than
the amount required to pay its probable liabilities (including contingencies),
and (c) does not believe that it will incur debts or liabilities beyond its
ability to pay such debts or liabilities as they mature.

     "Stand-Alone Issuing Lender" means (a) with respect to Stand-Alone Letters
of Credit issued hereunder, (i) Wachovia, in its capacity as issuer thereof, or
any successor thereto, and (ii) any other Lender acceptable to the
Administrative Agent and the Borrower which has agreed to issue Stand-Alone
Letters of Credit, and (b) with respect to the Existing Letters of Credit, the
Lender issuing such Existing Letter of Credit.

     "Stand-Alone L/C Commitment" means (a) as to any Lender, the obligation of
such Lender to participate in Stand-Alone Letters of Credit hereunder in an
aggregate principal amount at any time outstanding not to exceed the amount so
designated opposite such Lender's name on Schedule 1.1(a), as the same may be
modified at any time or from time to time pursuant to the terms hereof and (b)
as to all Lenders, the aggregate commitment of all Lenders to participate in
Stand-Alone Letters of Credit hereunder, as such amount may be modified at any


                                       20



time or from time to time pursuant to the terms hereof. The Stand-Alone L/C
Commitment of all Lenders on the Closing Date shall be Seventy-Five Million
Dollars ($75,000,000).

     "Stand-Alone L/C Commitment Percentage" means, as to any Lender at any
time, the ratio of (a) the amount of the Stand-Alone L/C Commitment of such
Lender to (b) the Stand-Alone L/C Commitment of all Lenders.

     "Stand-Alone L/C Facility" means the letter of credit facility established
pursuant to Article III.

     "Stand-Alone L/C Lender" means any Lender with a Stand-Alone L/C
Commitment.

     "Stand-Alone L/C Obligations" means at any time, an amount equal to the sum
of (a) the aggregate undrawn and unexpired amount of the then outstanding
Stand-Alone Letters of Credit and (b) the aggregate amount of drawings under
Stand-Alone Letters of Credit which have not then been reimbursed pursuant to
Section 3.5.

     "Stand-Alone L/C Participants" means the collective reference to all of the
Stand-Alone L/C Lenders other than the applicable Stand-Alone Issuing Lender.

     "Stand-Alone Letters of Credit" has the meaning assigned thereto in Section
3.1 and shall include the Existing Letters of Credit.

     "Stand-Alone Reimbursement Obligation" means the obligation of the Borrower
to reimburse the Stand-Alone Issuing Lenders pursuant to Section 3.5 for amounts
drawn under Stand-Alone Letters of Credit.

     "Subsidiary" means as to any Person, any corporation, partnership, limited
liability company or other entity of which more than fifty percent (50%) of the
outstanding capital stock or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other managers of such
corporation, partnership, limited liability company or other entity is at the
time, directly or indirectly, owned by or the management is otherwise controlled
by such Person (irrespective of whether, at the time, capital stock or other
ownership interests of any other class or classes of such corporation,
partnership, limited liability company or other entity shall have or might have
voting power by reason of the happening of any contingency). Unless otherwise
qualified references to "Subsidiary" or "Subsidiaries" herein shall refer to
those of the Borrower.

     "Swap Agreement" means any (a) Hedging Agreement, (b) forward rate
agreement, (c) forward foreign exchange agreement, (d) currency swap agreement,
(e) cross-currency rate swap agreement, (f) currency option agreement or (g)
other agreement or arrangement, in each case, designed to alter the risks of any
Person arising from fluctuations in interest rates or currency values (including
such agreements entered into to swap obligations with a fixed rate of interest
to obligations with a floating rate of interest) and any confirming letter
executed pursuant to such agreement, all as amended, restated, supplemented or
otherwise modified from time to time.


                                       21



     "Swap Obligations" means all payment and other existing and future
obligations owing by the Borrower to any Lender or the Administrative Agent
under any Swap Agreement to which a Lender or the Administrative Agent is a
party which is permitted under this Agreement.

     "Swingline Commitment" means the lesser of (a) Ten Million Dollars
($10,000,000) and (b) the Revolving Credit Commitment.

     "Swingline Lender" means Wachovia in its capacity as swingline lender
hereunder.

     "Swingline Loan" means the swingline loans made by the Swingline Lender to
the Borrower pursuant to Section 2.2, and all such loans collectively as the
context requires.

     "Swingline Rate" means the interest rate applicable to Swingline Loans, as
agreed upon from time to time by the Borrower and the Administrative Agent
pursuant to a written side letter agreement.

     "Swingline Facility" means the swingline facility established pursuant to
Section 2.2.

     "Swingline Termination Date" means the earlier to occur of (a) the
resignation of Wachovia as Administrative Agent in accordance with Section 12.6
and (b) the Revolving Credit Termination Date.

     "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

     "Termination Date" means the Revolving Credit Termination Date or the Term
Loan Termination Date, as applicable.

     "Term Loan" means the term loan to be made to the Borrower by the Term Loan
Lenders pursuant to Section 3A.1.

     "Term Loan Commitment" means (a) as to any Lender, the obligation of such
Lender to make a portion of the Term Loan to the Borrower hereunder in an
aggregate principal amount not to exceed the amount set forth opposite such
Lender's name on Schedule 1.1(a), as such amount may be reduced or otherwise
modified at any time or from time to time pursuant to the terms hereof (and,
once funded, the outstanding principal amount of the portion of the Term Loan
made by such Lenders) and (b) as to all Lenders, the aggregate commitments of
all Lenders to make the Term Loan hereunder (and, once funded, the outstanding
principal amount of the Term Loan). The Term Loan Commitment of all Lenders on
the First Amendment Effective Date shall be One-Hundred Twenty-Five Million
Dollars ($125,000,000).

     "Term Loan Commitment Percentage" means, as to any Lender, (a) prior to
making the Term Loan, the ratio of (i) the Term Loan Commitment of such Lender
to (ii) the Term Loan Commitments of all Lenders and (b) after the Term Loan is
made, the ratio of (i) the outstanding principal balance of the Term Loan held
by such Lender to (ii) the aggregate outstanding principal balance of the Term
Loan held by all Lenders.


                                       22



     "Term Loan Commitment Termination Date" means the date that is sixty-one
(61) days after the First Amendment Effective Date.

     "Term Loan Facility" means the term loan facility established pursuant to
Article IIIA.

     "Term Loan Lender" means any Lender with a Term Loan Commitment.

     "Term Loan Termination Date" means the first to occur of (a) March 31,
2010, or (b) the date the Term Loan is declared due and payable by the
Administrative Agent on behalf of the Lenders pursuant to Section 11.2(a).

     "Term Note" means a promissory note made by the Borrower in favor of a Term
Loan Lender evidencing the portion of the Term Loan made by such Term Loan
Lender, substantially in the form of Exhibit A-2 hereto, and any amendments,
supplements and modifications thereto, any substitutes therefor, and any
replacements, restatements, renewals or extension thereof, in whole or in part.

     "Total Assets" means, as of any date of determination, the total assets of
the Borrower and its Subsidiaries as shown on the balance sheet of the Borrower
and its Subsidiaries as of such date, determined on a Consolidated basis in
accordance with GAAP.

     "Total Indebtedness" means, at any time, all Indebtedness of the Borrower
and its Subsidiaries at such time (other than Indebtedness described under
clauses (i) and (j) of the definition of "Indebtedness"), determined on a
Consolidated basis in accordance with GAAP.

     "Uniform Customs" means the Uniform Customs and Practice for Documentary
Credits (1994 Revision), effective January, 1994, International Chamber of
Commerce Publication No. 500.

     "UCC" means the Uniform Commercial Code as in effect in the State of New
York, as amended or modified from time to time.

     "United States" means the United States of America.

     "Wachovia" means Wachovia Bank, National Association, a national banking
association, and its successors.

     "Wholly-Owned" means, with respect to a Subsidiary, a Subsidiary all of the
shares of Capital Stock or other ownership interests of which are, directly or
indirectly, owned or controlled by the Borrower and/or one or more of its
Wholly-Owned Subsidiaries.

     "Withdrawal Liability" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.2 Other Definitions and Provisions. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan


                                       23



Document: (a) the definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined, (b) whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms, (c) the words "include", "includes" and "including" shall be
deemed to be followed by the phrase "without limitation", (d) the word "will"
shall be construed to have the same meaning and effect as the word "shall", (e)
any definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (f) any reference herein to any Person shall be construed to
include such Person's successors and assigns, (g) the words "herein", "hereof"
and "hereunder", and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (h)
all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, (i) the words "asset" and "property" shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights,
(j) the term "documents" includes any and all instruments, documents,
agreements, certificates, notices, reports, financial statements and other
writings, however evidenced, whether in physical or electronic form, (k) in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including;" the words "to" and "until" each mean
"to but excluding;" and the word "through" means "to and including", and (l)
Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.

     SECTION 1.3 Accounting Terms. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the audited
financial statements required by Section 7.1(b), except as otherwise
specifically prescribed herein.

     SECTION 1.4 UCC Terms. Terms defined in the UCC in effect on the Closing
Date and not otherwise defined herein shall, unless the context otherwise
indicates, have the meanings provided by those definitions. Subject to the
foregoing, the term "UCC" refers, as of any date of determination, to the UCC
then in effect in the State of New York.

     SECTION 1.5 Rounding. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

     SECTION 1.6 References to Agreement and Laws. Unless otherwise expressly
provided herein, (a) references to formation documents, governing documents,
agreements (including the Loan Documents) and other contractual instruments
shall be deemed to include all


                                       24



subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document; and (b) references to any Applicable Law shall include all
statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Applicable Law.

     SECTION 1.7 Times of Day. Unless otherwise specified, all references herein
to times of day shall be references to Eastern time (daylight or standard, as
applicable).

     SECTION 1.8 Letter of Credit Amounts. Unless otherwise specified, all
references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving
effect to all increases thereof contemplated by such Letter of Credit or the
Application therefor, whether or not such maximum face amount is in effect at
such time.

                                   ARTICLE II

                            REVOLVING CREDIT FACILITY

     SECTION 2.1 Revolving Credit Loans.

     (a) Subject to the terms and conditions (including without limitation
Section 4.4) of this Agreement, and in reliance upon the representations and
warranties set forth herein, each Revolving Credit Lender severally agrees to
make Revolving Credit Loans to the Borrower from time to time from the Closing
Date to, but not including, the Revolving Credit Termination Date as requested
by the Borrower in accordance with the terms of Section 4.1; provided, that (i)
the aggregate principal amount of all outstanding Revolving Credit Loans (after
giving effect to any amount requested) shall not exceed the Revolving Credit
Commitment less the sum of (A) all outstanding Swingline Loans and Revolver L/C
Obligations and (B) the Blocked Portion as of such date and (ii) the principal
amount of outstanding Revolving Credit Loans from any Revolving Credit Lender to
the Borrower shall not at any time exceed such Revolving Credit Lender's
Revolving Credit Commitment less such Revolving Credit Lender's Revolving Credit
Commitment Percentage of Revolver L/C Obligations and outstanding Swingline
Loans. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a
principal amount equal to such Revolving Credit Lender's Revolving Credit
Commitment Percentage of the aggregate principal amount of Revolving Credit
Loans requested on such occasion. Subject to the terms and conditions hereof,
the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder
until the Revolving Credit Termination Date.

     (b) Blocked Portion of Revolving Credit Commitments. The Borrower may from
time to time deliver a certificate of a Financial Officer of the Borrower to the
Administrative Agent designating a portion of the then-available Revolving
Credit Commitments as being unavailable except for the purpose of funding items
("Reserve Items") specified in such certificate that would have been reserved
against pursuant to the definition of "Available Cash" but for the specification
of such amounts in such certificate. The aggregate amount of Revolving


                                       25



Credit Commitments unavailable as a result of the delivery of such certificates
at any time shall be referred to as the "Blocked Portion" in effect at such
time. The Blocked Portion shall be reduced from time to time upon receipt by the
Administrative Agent of a certificate of a Financial Officer of the Borrower
certifying as to (a) the discharge of any portion of any Reserve Item, (b) the
establishment of a cash reserve in respect of any portion of any Reserve Item,
(c) the determination by the Board of Supervisors of the Borrower that any
reserve contemplated by clause (b) of the definition of "Available Cash" may be
reduced because the amount of the original reserve is no longer necessary or
appropriate by reason of a change in the anticipated timing or amount of the
item reserved against or (d) the delivery of a Notice of Borrowing for a
Revolving Credit Loan to be drawn under the Blocked Portion the proceeds of
which shall be used solely for the purpose of discharging any Reserve Item, each
of which reductions shall be in an amount equal to the amount of such discharged
portion, new cash reserve, adjustment to reserves or Revolving Credit Loan, as
applicable. Notwithstanding any other provision of this Agreement, at no time
shall any Revolving Credit Loan be made or any certificate increasing the
Blocked Portion become effective if as a result of the making of such Revolving
Credit Loan or the effectiveness of such increase the aggregate principal amount
of Revolving Credit Loans outstanding at such time would exceed the difference
between the aggregate amount of the Revolving Credit Commitments in effect at
such time and the amount of the Blocked Portion in effect at such time.

     SECTION 2.2 Swingline Loans.

     (a) Availability. Subject to the terms and conditions (including without
limitation Section 4.4) of this Agreement, the Swingline Lender agrees to make
Swingline Loans to the Borrower from time to time from the Closing Date through,
but not including, the Swingline Termination Date; provided, that the aggregate
principal amount of all outstanding Swingline Loans (after giving effect to any
amount requested), shall not exceed the lesser of (i) the Revolving Credit
Commitment less the sum of (A) all outstanding Revolving Credit Loans and the
Revolver L/C Obligations and (B) the Blocked Portion as of such date; and (ii)
the Swingline Commitment. Each Revolving Credit Lender acknowledges that the
aggregate principal amount of all outstanding Swingline Loans made by the
Swingline Lender, when taken together with the aggregate principal amount of all
outstanding Revolving Credit Loans made by the Swingline Lender, may exceed the
Swingline Lender's Revolving Credit Commitment.

     (b) Refunding.

          (i) Swingline Loans shall be reimbursed fully by the Revolving Credit
Lenders on demand by the Swingline Lender. Such reimbursements shall be made by
the Revolving Credit Lenders in accordance with their respective Revolving
Credit Commitment Percentages and shall thereafter be reflected as Revolving
Credit Loans of the Revolving Credit Lenders on the books and records of the
Administrative Agent; provided that no Revolving Credit Lender shall be required
to reimburse any Swingline Loan if, after giving effect to such reimbursement,
the aggregate principal amount of such Revolving Credit Lender's Revolving
Credit Loans outstanding would exceed such Revolving Credit Lender's Revolving
Credit Commitment. Each Revolving Credit Lender shall fund its respective
Revolving Credit Commitment Percentage of Revolving Credit Loans as required to
repay Swingline Loans


                                       26



outstanding to the Swingline Lender upon demand by the Swingline Lender but in
no event later than 2:00 p.m. on the next succeeding Business Day after such
demand is made. No Revolving Credit Lender's obligation to fund its respective
Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by
any other Revolving Credit Lender's failure to fund its Revolving Credit
Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit
Lender's Revolving Credit Commitment Percentage be increased as a result of any
such failure of any other Revolving Credit Lender to fund its Revolving Credit
Commitment Percentage of a Swingline Loan.

          (ii) The Borrower shall pay to the Swingline Lender on demand the
amount of such Swingline Loans to the extent amounts received from the Revolving
Credit Lenders are not sufficient to repay in full the outstanding Swingline
Loans requested or required to be refunded. In addition, the Borrower hereby
authorizes the Administrative Agent to charge any account maintained by the
Borrower with the Swingline Lender (up to the amount available therein) in order
to immediately pay the Swingline Lender the amount of such Swingline Loans to
the extent amounts received from the Revolving Credit Lenders are not sufficient
to repay in full the outstanding Swingline Loans requested or required to be
refunded. If any portion of any such amount paid to the Swingline Lender shall
be recovered by or on behalf of the Borrower from the Swingline Lender in
bankruptcy or otherwise, the loss of the amount so recovered shall be ratably
shared among all the Revolving Credit Lenders in accordance with their
respective Revolving Credit Commitment Percentages (unless the amounts so
recovered by or on behalf of the Borrower pertain to a Swingline Loan extended
after the occurrence and during the continuance of an Event of Default of which
the Administrative Agent has received notice in the manner required pursuant to
Section 12.3(c) and which such Event of Default has not been waived by the
Required Lenders or the Lenders, as applicable).

          (iii) Each Revolving Credit Lender acknowledges and agrees that its
obligation to refund Swingline Loans in accordance with the terms of this
Section 2.2 is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including, without limitation, non-satisfaction of the
conditions set forth in Article V. Further, each Revolving Credit Lender agrees
and acknowledges that if prior to the refunding of any outstanding Swingline
Loans pursuant to this Section 2.2, one of the events described in Section
11.1(i) or (j) shall have occurred, each Revolving Credit Lender will, on the
date the applicable Revolving Credit Loan would have been made, purchase an
undivided participating interest in the Swingline Loan to be refunded in an
amount equal to its Revolving Credit Commitment Percentage of the aggregate
amount of such Swingline Loan. Each Revolving Credit Lender will immediately
transfer to the Swingline Lender, in immediately available funds, the amount of
its participation and upon receipt thereof the Swingline Lender will deliver to
such Revolving Credit Lender a certificate evidencing such participation dated
the date of receipt of such funds and for such amount. Whenever, at any time
after the Swingline Lender has received from any Revolving Credit Lender such
Revolving Credit Lender's participating interest in a Swingline Loan, the
Swingline Lender receives any payment on account thereof, the Swingline Lender
will distribute to such Revolving Credit Lender its participating interest in
such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Revolving Credit Lender's
participating interest was outstanding and funded).


                                       27



     SECTION 2.3 Revolver Letters of Credit.

     (a) Revolver L/C Commitment. Subject to the terms and conditions (including
without limitation Section 4.4) of this Agreement, the Revolver Issuing Lender,
in reliance on the agreements of the other Revolving Credit Lenders set forth in
Section 2.3(d), agrees to issue standby letters of credit ("Revolver Letters of
Credit") for the account of the Borrower on any Business Day from the Closing
Date to the date which is five (5) Business Days prior to the Revolving Credit
Termination Date in such form as may be approved from time to time by the
Revolver Issuing Lender; provided, that the Revolver Issuing Lender shall have
no obligation to issue any Revolver Letter of Credit if, after giving effect to
such issuance, (a) the Revolver L/C Obligations would exceed the Revolver L/C
Commitment or (b) the aggregate principal amount of outstanding Revolving Credit
Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus
the aggregate amount of Revolver L/C Obligations would exceed the Revolving
Credit Commitment less the Blocked Portion. Each Revolver Letter of Credit shall
(i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a
standby letter of credit issued to support obligations of the Borrower or any of
its Subsidiaries, contingent or otherwise, incurred in the ordinary course of
business, (iii) have a term of no more than one (1) year (subject to automatic
renewal for additional one (1) year periods under terms and conditions
satisfactory to the Revolver Issuing Lender and the Administrative Agent), (iv)
expire on a date not later than the fifth (5th) Business Day prior to the
Revolving Credit Termination Date and (v) be subject to the Uniform Customs
and/or ISP98, as set forth in the Application or as determined by the Revolver
Issuing Lender and, to the extent not inconsistent therewith, the laws of the
State of New York. The Revolver Issuing Lender shall not at any time be
obligated to issue any Revolver Letter of Credit hereunder if such issuance
would conflict with, or cause the Revolver Issuing Lender or any Revolver L/C
Participant to exceed any limits imposed by, any Applicable Law. References
herein to "issue" and derivations thereof with respect to Revolver Letters of
Credit shall also include extensions or modifications of any existing Revolver
Letters of Credit, unless the context otherwise requires.

     (b) Procedure for Issuance of Revolver Letters of Credit. The Borrower may
from time to time request that the Revolver Issuing Lender issue a Revolver
Letter of Credit by delivering to the Revolver Issuing Lender at the
Administrative Agent's Office an Application therefor, completed to the
satisfaction of the Revolver Issuing Lender, and such other certificates,
documents and other papers and information as the Revolver Issuing Lender may
request. Upon receipt of any Application, the Revolver Issuing Lender shall
process such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and, unless the Revolver Issuing Lender has received notice
(by telephone or in writing) from the Administrative Agent (including at the
request of any Revolving Credit Lender) prior to the proposed issuance date (i)
directing the Revolver Issuing Lender not to issue such Revolver Letter of
Credit as a result of the limitations set forth in Section 2.3(a), or (ii) that
one or more of the applicable conditions specified in Section 5.3 is not then
satisfied, shall promptly issue the Revolver Letter of Credit requested thereby
(but in no event shall the Revolver Issuing Lender be required to issue any
Revolver Letter of Credit earlier than three (3) Business Days after its receipt
of the Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such
Revolver Letter of Credit to the beneficiary thereof or as


                                       28



otherwise may be agreed by the Revolver Issuing Lender and the Borrower. The
Revolver Issuing Lender shall promptly furnish to the Borrower a copy of such
Revolver Letter of Credit and promptly notify each Revolving Credit Lender of
the issuance thereof and upon request by any Revolving Credit Lender, furnish to
such Revolving Credit Lender a copy of such Revolver Letter of Credit and the
amount of such Revolving Credit Lender's participation therein.

     (c) Commissions and Other Charges.

          (i) The Borrower shall pay to the Administrative Agent, for the
account of the Revolver Issuing Lender and the Revolver L/C Participants, a
letter of credit commission with respect to each Revolver Letter of Credit in an
amount equal to the product of (i) the average daily maximum amount available to
be drawn during the relevant quarter under such Revolver Letter of Credit and
(ii) the Applicable Margin for LIBOR Loans (determined on a per annum basis).
Such commission shall be payable quarterly in arrears on the last Business Day
of each calendar quarter and on the Revolving Credit Termination Date. The
Administrative Agent shall, promptly following its receipt thereof, distribute
to the Revolver Issuing Lender and the Revolver L/C Participants all commissions
received pursuant to this Section 2.3(c)(i) in accordance with their respective
Revolving Credit Commitment Percentages.

          (ii) In addition to the foregoing commission, the Borrower shall pay
to the Administrative Agent, for the account of the Revolver Issuing Lender, an
issuance fee with respect to each Revolver Letter of Credit in an amount equal
to the product of (i) the face amount of such Revolver Letter of Credit and (ii)
one eighth of one percent (0.125%) per annum. Such issuance fee shall be payable
quarterly in arrears on the last Business Day of each calendar quarter and on
the Revolving Credit Termination Date and shall be non-refundable.

          (iii) In addition to the foregoing fees and commissions, the Borrower
shall pay or reimburse the Revolver Issuing Lender for such normal and customary
costs and expenses as are incurred or charged by the Revolver Issuing Lender in
issuing, effecting payment under, amending or otherwise administering any
Revolver Letter of Credit.

     (d) Revolver L/C Participations.

          (i) The Revolver Issuing Lender irrevocably agrees to grant and hereby
grants to each Revolver L/C Participant, and, to induce the Revolver Issuing
Lender to issue Revolver Letters of Credit hereunder, each Revolver L/C
Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Revolver Issuing Lender, on the terms and conditions
hereinafter stated, for such Revolver L/C Participant's own account and risk an
undivided interest equal to such Revolver L/C Participant's Revolving Credit
Commitment Percentage in the Revolver Issuing Lender's obligations and rights
under and in respect of each Revolver Letter of Credit issued hereunder and the
amount of each draft paid by the Revolver Issuing Lender thereunder. Each
Revolver L/C Participant unconditionally and irrevocably agrees with the
Revolver Issuing Lender that, if a draft is paid under any Revolver Letter of
Credit for which the Revolver Issuing Lender is not reimbursed in full by the
Borrower through a Revolving Credit Loan or otherwise in accordance with the
terms of this Agreement, such Revolver L/C Participant shall pay to the Revolver
Issuing Lender upon demand at the Revolver


                                       29



Issuing Lender's address for notices specified herein an amount equal to such
Revolver L/C Participant's Revolving Credit Commitment Percentage of the amount
of such draft, or any part thereof, which is not so reimbursed.

          (ii) Upon becoming aware of any amount required to be paid by any
Revolver L/C Participant to the Revolver Issuing Lender pursuant to Section
2.3(d)(i) in respect of any unreimbursed portion of any payment made by the
Revolver Issuing Lender under any Revolver Letter of Credit, the Revolver
Issuing Lender shall notify each Revolver L/C Participant of the amount and due
date of such required payment and such Revolver L/C Participant shall pay to the
Revolver Issuing Lender the amount specified on the applicable due date. If any
such amount is paid to the Revolver Issuing Lender after the date such payment
is due, such Revolver L/C Participant shall pay to the Revolver Issuing Lender
on demand, in addition to such amount, the product of (i) such amount, times
(ii) the daily average Federal Funds Rate as determined by the Administrative
Agent during the period from and including the date such payment is due to the
date on which such payment is immediately available to the Revolver Issuing
Lender, times (iii) a fraction the numerator of which is the number of days that
elapse during such period and the denominator of which is 360. A certificate of
the Revolver Issuing Lender with respect to any amounts owing under this Section
2.3(d)(ii) shall be conclusive in the absence of manifest error. With respect to
payment to the Revolver Issuing Lender of the unreimbursed amounts described in
this Section 2.3(d)(ii), if the Revolver L/C Participants receive notice that
any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment
shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day,
such payment shall be due on the following Business Day.

          (iii) Whenever, at any time after the Revolver Issuing Lender has made
payment under any Revolver Letter of Credit and has received from any Revolver
L/C Participant its Revolving Credit Commitment Percentage of such payment in
accordance with this Section 2.3(d), the Revolver Issuing Lender receives any
payment related to such Revolver Letter of Credit, whether directly from the
Borrower or otherwise, or any payment of interest on account thereof, the
Revolver Issuing Lender will distribute to such Revolver L/C Participant its pro
rata share thereof; provided, that in the event that any such payment received
by the Revolver Issuing Lender shall be required to be returned by the Revolver
Issuing Lender, such Revolver L/C Participant shall return to the Revolver
Issuing Lender the portion thereof previously distributed to it by the Revolver
Issuing Lender.

     (e) Revolver Reimbursement Obligation of the Borrower. In the event of any
drawing under any Revolver Letter of Credit, the Borrower agrees to reimburse
(either with the proceeds of a Revolving Credit Loan as provided for in this
Section 2.3(e) or with funds from other sources), in same day funds, the
Revolver Issuing Lender on each date on which the Revolver Issuing Lender
notifies the Borrower of the date and amount of a draft paid under any Revolver
Letter of Credit for the amount of (a) such draft so paid and (b) any amounts
referred to in Section 2.3(c)(iii) incurred by the Revolver Issuing Lender in
connection with such payment. Unless the Borrower shall immediately notify the
Revolver Issuing Lender that the Borrower intends to reimburse the Revolver
Issuing Lender for such drawing from other sources or funds, the Borrower shall
be deemed to have timely given a Notice of Borrowing to the Administrative Agent
requesting that the Revolving Credit Lenders make a Revolving Credit Loan
bearing


                                       30



interest at the Base Rate on such date in the amount of (a) such draft so paid
and (b) any amounts referred to in Section 2.3(c)(iii) incurred by the Revolver
Issuing Lender in connection with such payment, and the Revolving Credit Lenders
shall make a Revolving Credit Loan bearing interest at the Base Rate in such
amount, the proceeds of which shall be applied to reimburse the Revolver Issuing
Lender for the amount of the related drawing and costs and expenses. Each
Revolving Credit Lender acknowledges and agrees that its obligation to fund a
Revolving Credit Loan in accordance with this Section 2.3(e) to reimburse the
Revolver Issuing Lender for any draft paid under a Revolver Letter of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, non-satisfaction of the conditions
set forth in Section 4.1(a) or Article V. If the Borrower has elected to pay the
amount of such drawing with funds from other sources and shall fail to reimburse
the Revolver Issuing Lender as provided above, the unreimbursed amount of such
drawing shall bear interest at the rate which would be payable on any
outstanding Base Rate Loans which were then overdue from the date such amounts
become payable (whether at stated maturity, by acceleration or otherwise) until
payment in full. Until each Revolving Credit Lender reimburses the Revolver
Issuing Lender for any amount drawn under any Revolver Letter of Credit,
interest in respect of such Revolving Credit Lender's Revolving Credit
Commitment Percentage of such amount shall be solely for the account of the
Revolver Issuing Lender.

     (f) Obligations Absolute. The Borrower's obligations under this Section 2.3
(including without limitation the Revolver Reimbursement Obligation) shall be
absolute and unconditional under any and all circumstances and irrespective of
any set-off, counterclaim or defense to payment which the Borrower may have or
have had against the Revolver Issuing Lender or any beneficiary of a Revolver
Letter of Credit or any other Person. The Borrower also agrees that the Revolver
Issuing Lender and the Revolver L/C Participants shall not be responsible for,
and the Borrower's Revolver Reimbursement Obligation under Section 2.3(e) shall
not be affected by, among other things, the validity or genuineness of documents
or of any endorsements thereon, even though such documents shall in fact prove
to be invalid, fraudulent or forged, or any dispute between or among the
Borrower and any beneficiary of any Revolver Letter of Credit or any other party
to which such Revolver Letter of Credit may be transferred or any claims
whatsoever of the Borrower against any beneficiary of such Revolver Letter of
Credit or any such transferee. The Revolver Issuing Lender shall not be liable
for any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with any
Revolver Letter of Credit, except for errors or omissions caused by the Revolver
Issuing Lender's gross negligence or willful misconduct. The Borrower agrees
that any action taken or omitted by the Revolver Issuing Lender under or in
connection with any Revolver Letter of Credit or the related drafts or
documents, if done in the absence of gross negligence or willful misconduct and
in accordance with the standards of care specified in ISP98 or the Uniform
Customs, as the case may be, and, to the extent not inconsistent therewith, the
UCC, shall be binding on the Borrower and shall not result in any liability of
the Revolver Issuing Lender or any Revolver L/C Participant to the Borrower.


                                       31



                                   ARTICLE III

                      STAND-ALONE LETTER OF CREDIT FACILITY

     SECTION 3.1 Stand-Alone L/C Commitment. Subject to the terms and conditions
of this Agreement, the Stand-Alone Issuing Lenders, in reliance on the
agreements of the Stand-Alone L/C Lenders set forth in Section 3.4(a), agree to
issue standby letters of credit ("Stand-Alone Letters of Credit") for the
account of the Borrower on any Business Day from the Closing Date to the date
which is five (5) Business Days prior to the Revolving Credit Termination Date
in such form as may be approved from time to time by the applicable Stand-Alone
Issuing Lender; provided, that the Stand-Alone Issuing Lenders shall have no
obligation to issue any Stand-Alone Letter of Credit if, after giving effect to
such issuance, the Stand-Alone L/C Obligations would exceed the Stand-Alone L/C
Commitment. Each Stand-Alone Letter of Credit shall (i) be denominated in
Dollars in a minimum amount of $1,000,000 (other than any Existing Letter of
Credit), (ii) be a standby letter of credit issued to support obligations of the
Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the
ordinary course of business, (iii) have a term of no more than one (1) year
(subject to automatic renewal for additional one (1) year periods under terms
and conditions satisfactory to the Stand-Alone Issuing Lender and the
Administrative Agent), (iv) expire on a date not later than the fifth (5th)
Business Day prior to the Revolving Credit Termination Date and (v) be subject
to the Uniform Customs and/or ISP98, as set forth in the Application or as
determined by the applicable Stand-Alone Issuing Lender and, to the extent not
inconsistent therewith, the laws of the State of New York. No Stand-Alone
Issuing Lender shall at any time be obligated to issue any Stand-Alone Letter of
Credit hereunder if such issuance would conflict with, or cause such Stand-Alone
Issuing Lender or any Stand-Alone L/C Participant to exceed any limits imposed
by, any Applicable Law. References herein to "issue" and derivations thereof
with respect to Stand-Alone Letters of Credit shall also include extensions or
modifications of any existing Stand-Alone Letters of Credit, unless the context
otherwise requires. Each Existing Letter of Credit shall be deemed to be a
Stand-Alone Letter of Credit issued and outstanding under this Agreement on and
after the Closing Date.

     SECTION 3.2 Procedure for Issuance of Stand-Alone Letters of Credit. The
Borrower may from time to time request that a Stand-Alone Issuing Lender issue a
Stand-Alone Letter of Credit by delivering to such Stand-Alone Issuing Lender
and the Administrative Agent an Application therefor, completed to the
satisfaction of such Stand-Alone Issuing Lender and the Administrative Agent,
and such other certificates, documents and other papers and information as such
Stand-Alone Issuing Lender or the Administrative Agent may request. Upon receipt
of any Application, the applicable Stand-Alone Issuing Lender shall process such
Application and the related certificates, documents and other papers and
information delivered to it in accordance with its customary procedures and,
unless the applicable Stand-Alone Issuing Lender has received notice (by
telephone or in writing) from the Administrative Agent (including at the request
of any Stand-Alone L/C Lender) prior to the proposed issuance date (i) directing
the applicable Stand-Alone Issuing Lender not to issue such Stand-Alone Letter
of Credit as a result of the limitations set forth in Section 3.1, or (ii) that
one or more of the applicable conditions specified in Section 5.3 is not then
satisfied, shall promptly issue the Stand-Alone Letter of Credit requested
thereby (but in no event shall any Stand-Alone Issuing


                                       32



Lender be required to issue any Stand-Alone Letter of Credit earlier than three
(3) Business Days after its receipt of the Application therefor and all such
other certificates, documents and other papers and information relating thereto)
by issuing the original of such Stand-Alone Letter of Credit to the beneficiary
thereof or as otherwise may be agreed by the applicable Stand-Alone Issuing
Lender and the Borrower. The applicable Stand-Alone Issuing Lender shall
promptly furnish to the Borrower and the Administrative Agent a copy of such
Stand-Alone Letter of Credit and the Administrative Agent shall promptly notify
each Stand-Alone L/C Participant of the issuance thereof and upon request by any
Stand-Alone L/C Participant, furnish to such Stand-Alone L/C Lender a copy of
such Stand-Alone Letter of Credit and the amount of such Stand-Alone L/C
Lender's participation therein.

     SECTION 3.3 Commissions and Other Charges.

     (a) The Borrower shall pay to the Administrative Agent, for the account of
the applicable Stand-Alone Issuing Lender and the Stand-Alone L/C Participants,
a letter of credit commission with respect to each Stand-Alone Letter of Credit
in an amount equal to the product of (i) the average daily maximum amount
available to be drawn during the relevant quarter under such Stand-Alone Letter
of Credit and (ii) the Applicable Margin for LIBOR Loans (determined on a per
annum basis). Such commission shall be payable quarterly in arrears on the last
Business Day of each calendar quarter and on the Revolving Credit Termination
Date. The Administrative Agent shall, promptly following its receipt thereof,
distribute to the applicable Stand-Alone Issuing Lender and the Stand-Alone L/C
Participants all commissions received pursuant to this Section 3.3(a) in
accordance with their respective Stand-Alone L/C Commitment Percentages.

     (b) In addition to the foregoing commission, the Borrower shall pay to the
Administrative Agent, for the account of the applicable Stand-Alone Issuing
Lender, an issuance fee with respect to each Stand-Alone Letter of Credit issued
by it in an amount equal to the product of (i) the face amount of such
Stand-Alone Letter of Credit and (ii) one eighth of one percent (0.125%) per
annum. Such issuance fee shall be payable quarterly in arrears on the last
Business Day of each calendar quarter and on the Revolving Credit Termination
Date and shall be non-refundable.

     (c) In addition to the foregoing fees and commissions, the Borrower shall
pay or reimburse the applicable Stand-Alone Issuing Lender for such normal and
customary costs and expenses as are incurred or charged by such Stand-Alone
Issuing Lender in issuing, effecting payment under, amending or otherwise
administering any Stand-Alone Letter of Credit.

     SECTION 3.4 Stand-Alone L/C Participations.

     (a) Each Stand-Alone Issuing Lender irrevocably agrees to grant and hereby
grants to each Stand-Alone L/C Participant, and, to induce each Stand-Alone
Issuing Lender to issue Stand-Alone Letters of Credit hereunder, each
Stand-Alone L/C Participant irrevocably agrees to accept and purchase and hereby
accepts and purchases from each Stand-Alone Issuing Lender, on the terms and
conditions hereinafter stated, for such Stand-Alone L/C Participant's own
account and risk an undivided interest equal to such Stand-Alone L/C
Participant's Stand-Alone


                                       33



L/C Commitment Percentage in each Stand-Alone Issuing Lender's obligations and
rights under and in respect of each Stand-Alone Letter of Credit issued
hereunder and the amount of each draft paid by such Stand-Alone Issuing Lender
thereunder. Each Stand-Alone L/C Participant unconditionally and irrevocably
agrees with each Stand-Alone Issuing Lender that, if a draft is paid under any
Stand-Alone Letter of Credit for which such Stand-Alone Issuing Lender is not
reimbursed in full by the Borrower in accordance with the terms of this
Agreement, such Stand-Alone L/C Participant shall pay to such Stand-Alone
Issuing Lender upon demand at such Stand-Alone Issuing Lender's address for
notices specified herein an amount equal to such Stand-Alone L/C Participant's
Stand-Alone L/C Commitment Percentage of the amount of such draft, or any part
thereof, which is not so reimbursed.

     (b) Upon becoming aware of any amount required to be paid by any
Stand-Alone L/C Participant to the applicable Stand-Alone Issuing Lender
pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment
made by such Stand-Alone Issuing Lender under any Stand-Alone Letter of Credit,
such Stand-Alone Issuing Lender shall notify each Stand-Alone L/C Participant of
the amount and due date of such required payment and such Stand-Alone L/C
Participant shall pay to such Stand-Alone Issuing Lender the amount specified on
the applicable due date. If any such amount is paid to such Stand-Alone Issuing
Lender after the date such payment is due, such Stand-Alone L/C Participant
shall pay to such Stand-Alone Issuing Lender on demand, in addition to such
amount, the product of (i) such amount, times (ii) the daily average Federal
Funds Rate as determined by the Administrative Agent during the period from and
including the date such payment is due to the date on which such payment is
immediately available to such Stand-Alone Issuing Lender, times (iii) a fraction
the numerator of which is the number of days that have elapsed since the due
date and the denominator of which is 360. A certificate of the applicable
Stand-Alone Issuing Lender with respect to any amounts owing under this Section
3.4(b) shall be conclusive in the absence of manifest error. With respect to
payment to the applicable Stand-Alone Issuing Lender of the unreimbursed amounts
described in this Section 3.4(b), if the Stand-Alone L/C Participants receive
notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day,
such payment shall be due that Business Day, and (B) after 1:00 p.m. on any
Business Day, such payment shall be due on the following Business Day.

     (c) Whenever, at any time after any Stand-Alone Issuing Lender has made
payment under any Stand-Alone Letter of Credit and has received from any
Stand-Alone L/C Participant its Stand-Alone L/C Commitment Percentage of such
payment in accordance with this Section 3.4, such Stand-Alone Issuing Lender
receives any payment related to such Stand-Alone Letter of Credit, whether
directly from the Borrower or otherwise, or any payment of interest on account
thereof, such Stand-Alone Issuing Lender will distribute to such Stand-Alone L/C
Participant its pro rata share thereof; provided, that in the event that any
such payment received by such Stand-Alone Issuing Lender shall be required to be
returned by such Stand-Alone Issuing Lender, such Stand-Alone L/C Participant
shall return to such Stand-Alone Issuing Lender the portion thereof previously
distributed to it by such Stand-Alone Issuing Lender.

     SECTION 3.5 Stand-Alone Reimbursement Obligation of the Borrower. In the
event of any drawing under any Stand-Alone Letter of Credit, the Borrower agrees
to reimburse, in same day funds, the applicable Stand-Alone Issuing Lender on
each date on which such Stand-


                                       34



Alone Issuing Lender notifies the Borrower of the date and amount of a draft
paid under any Stand-Alone Letter of Credit for the amount of (a) such draft so
paid and (b) any amounts referred to in Section 3.3(c) incurred by such
Stand-Alone Issuing Lender in connection with such payment. If the Borrower
shall fail to reimburse the applicable Stand-Alone Issuing Lender as provided
above, the unreimbursed amount of such drawing shall bear interest at the rate
which would be payable on any outstanding Base Rate Loans which were then
overdue from the date such amounts become payable (whether at stated maturity,
by acceleration or otherwise) until payment in full. Until each Stand-Alone L/C
Lender reimburses the applicable Stand-Alone Issuing Lender for any amount drawn
under any Stand-Alone Letter of Credit, interest in respect of such Stand-Alone
L/C Lender's Stand-Alone L/C Commitment Percentage of such amount shall be
solely for the account of the applicable Stand-Alone Issuing Lender.

     SECTION 3.6 Obligations Absolute. The Borrower's obligations under this
Article III (including without limitation the Stand-Alone Reimbursement
Obligation) shall be absolute and unconditional under any and all circumstances
and irrespective of any set-off, counterclaim or defense to payment which the
Borrower may have or have had against any Stand-Alone Issuing Lender or any
beneficiary of a Stand-Alone Letter of Credit or any other Person. The Borrower
also agrees that the Stand-Alone Issuing Lenders and the Stand-Alone L/C
Participants shall not be responsible for, and the Borrower's Stand-Alone
Reimbursement Obligation under Section 3.5 shall not be affected by, among other
things, the validity or genuineness of documents or of any endorsements thereon,
even though such documents shall in fact prove to be invalid, fraudulent or
forged, or any dispute between or among the Borrower and any beneficiary of any
Stand-Alone Letter of Credit or any other party to which such Stand-Alone Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Stand-Alone Letter of Credit or any such transferee. No
Stand-Alone Issuing Lender shall be liable for any error, omission, interruption
or delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Stand-Alone Letter of Credit, except for
errors or omissions caused by the Stand-Alone Issuing Lender's gross negligence
or willful misconduct. The Borrower agrees that any action taken or omitted by
the applicable Stand-Alone Issuing Lender under or in connection with any
Stand-Alone Letter of Credit or the related drafts or documents, if done in the
absence of gross negligence or willful misconduct and in accordance with the
standards of care specified in ISP98 or the Uniform Customs, as the case may be,
and, to the extent not inconsistent therewith, the UCC, shall be binding on the
Borrower and shall not result in any liability of any Stand-Alone Issuing Lender
or any Stand-Alone L/C Participant to the Borrower.

                                  ARTICLE IIIA

                               TERM LOAN FACILITY

     SECTION 3A.1 Term Loan. Subject to the terms and conditions of this
Agreement, each Term Loan Lender severally agrees to make loans to the Borrower
pursuant to Section 3A.2(b) below in an aggregate principal amount not to exceed
such Term Loan Lender's Term Loan Commitment as of the First Amendment Effective
Date.

     SECTION 3A.2 Procedure for Advance of Term Loan. The Term Loan Facility
shall be available in up to two (2) separate draws as provided below.


                                       35



     (a) Initial Draw on the First Amendment Effective Date. The Borrower shall
give the Administrative Agent an irrevocable Notice of Borrowing prior to 2:00
p.m. one (1) Business Day before the First Amendment Effective Date requesting
that the Term Loan Lenders make all or part of the Term Loan as a Base Rate Loan
on the First Amendment Effective Date. Upon receipt of such Notice of Borrowing
from the Borrower, the Administrative Agent shall promptly notify each Term Loan
Lender thereof. Not later than 10:00 a.m. on the First Amendment Effective Date,
each Term Loan Lender will make available to the Administrative Agent for the
account of the Borrower, at the office of the Administrative Agent in
immediately available funds, such Term Loan Lender's Term Loan Commitment
Percentage of the amount of the Term Loan to be made on such borrowing date. The
Borrower hereby irrevocably authorizes the Administrative Agent to disburse the
proceeds of the Term Loan in immediately available funds by wire transfer to
such Person or Persons as may be designated by the Borrower.

     (b) Delayed Draw. Subject to the conditions set forth in Section 5.3, at
any time prior to the Term Loan Commitment Termination Date, the Borrower shall
have the right to request that the Term Loan Lenders fund an additional portion
of the Term Loan up to the amount of any unfunded Term Loan Commitments. The
Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing
prior to 11:00 a.m. on the same Business Day of such borrowing requesting such
additional portion of the Term Loan as a Base Rate Loan. Upon receipt of such
Notice of Borrowing from the Borrower, the Administrative Agent shall promptly
notify each Term Loan Lender thereof. Not later than 1:00 p.m. on such borrowing
date, each Term Loan Lender will make available to the Administrative Agent for
the account of the Borrower, at the office of the Administrative Agent in
immediately available funds, such Term Loan Lender's Term Loan Commitment
Percentage of the amount of the Term Loan to be made on such borrowing date.

     SECTION 3A.3 Termination of the Term Loan Commitment. Any unfunded portion
of the Term Loan Commitment of the Term Loan Lenders shall automatically
terminate on the Term Loan Commitment Termination Date.

     SECTION 3A.4 Repayment of Term Loan. The Borrower shall repay the aggregate
outstanding principal amount of the Term Loan, together with all accrued but
unpaid interest thereon, on the Term Loan Termination Date.

     SECTION 3A.5 Prepayments of Term Loan.

     (a) Optional Prepayments of Term Loan. The Borrower shall have the right at
any time and from time to time, without premium or penalty, to prepay the Term
Loan, in whole or in part, upon delivery to the Administrative Agent of a Notice
of Prepayment not later than 11:00 a.m. (i) on the same Business Day with
respect to Base Rate Loans and (ii) at least three (3) Business Days with
respect to LIBOR Rate Loans, specifying the date and amount of repayment and
whether the repayment is of LIBOR Rate Loans or Base Rate Loans or a combination
thereof, and, if of a combination thereof, the amount allocable to each. Each
optional prepayment of the Term Loan hereunder shall be in an aggregate
principal amount of at least $3,000,000 or any whole multiple of $500,000 in
excess thereof. Each repayment shall be


                                       36



accompanied by any amount required to be paid pursuant to Section 4.16. The
Administrative Agent shall promptly notify the Term Loan Lenders of each such
Notice of Prepayment.

     (b) Mandatory Prepayments.

          (i) Designated Net Proceeds. The Borrower shall make mandatory
principal prepayments of the Loans in the manner set forth in clause (iii) below
in amounts equal to any Designated Net Proceeds received by the Borrower or any
of its Subsidiaries. Such prepayments shall be made within three (3) Business
Days after receipt of such Designated Net Proceeds.

          (ii) Designated Net Insurance/Condemnation Proceeds. The Borrower
shall make mandatory principal prepayments of the Loans in the manner set forth
in clause (iii) below in amounts equal to any Designated Net
Insurance/Condemnation Proceeds received by the Borrower or any of its
Subsidiaries. Such prepayments shall be made within three (3) Business Days
after receipt of such Designated Net Insurance/Condemnation Proceeds.

          (iii) Notice; Manner of Payment. Upon the occurrence of any event
requiring a prepayment under clauses (i) or (ii) above, the Borrower shall
promptly deliver a Notice of Prepayment to the Administrative Agent and upon
receipt of such notice, the Administrative Agent shall promptly so notify the
Lenders. Each prepayment of the Loans under this Section shall be applied as
follows: first, to prepay the outstanding principal of the Term Loan and second,
to the extent of any excess, to prepay the outstanding principal of the
Revolving Credit Loans pursuant to Section 4.2(d).

Amounts prepaid under the Term Loan pursuant to this Section may not be
reborrowed. Each prepayment shall be accompanied by any amount required to be
paid pursuant to Section 4.16.

                                   ARTICLE IV

                             GENERAL LOAN PROVISIONS

     SECTION 4.1 Procedure for Advances of Loans.

     (a) Requests for Borrowing.

          (i) Revolving Credit Loans and Swingline Loans. The Borrower shall
give the Administrative Agent irrevocable prior written notice in the form
attached hereto as Exhibit B (a "Notice of Borrowing") not later than 11:00 a.m.
(i) on the same Business Day as each Base Rate Loan and each Swingline Loan and
(ii) at least three (3) Business Days before each LIBOR Rate Loan, of its
intention to borrow, specifying (A) the date of such borrowing, which shall be a
Business Day, (B) the amount of such borrowing, which shall be (x) with respect
to LIBOR Rate Loans and Base Rate Loans, in an aggregate principal amount of
$3,000,000 or a whole multiple of $500,000 in excess thereof, and (y) with
respect to Swingline Loans in an aggregate principal amount of $500,000 or a
whole multiple of $250,000 in excess thereof, (C) whether such Loan is to be a
Revolving Credit Loan or Swingline Loan, (D) in the case of a Revolving Credit
Loan, whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (E)
in the case of a


                                       37



LIBOR Rate Loan, the duration of the Interest Period applicable thereto. A
Notice of Borrowing received after 11:00 a.m. shall be deemed received on the
next Business Day. The Administrative Agent shall promptly notify the applicable
Lenders of each Notice of Borrowing.

          (ii) Term Loan. The Term Loan shall be requested pursuant to the terms
of Section 3A.2.

     (b) Disbursement of Revolving Credit Loans and Swingline Loans.

          (i) Revolving Credit Loans and Swingline Loans. Not later than 2:00
p.m. on the proposed borrowing date, each applicable Lender will make available
to the Administrative Agent, for the account of the Borrower, at the office of
the Administrative Agent in funds immediately available to the Administrative
Agent, such Lender's Revolving Credit Commitment Percentage of the Revolving
Credit Loans to be made on such borrowing date. Unless the Swingline Lender has
received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Revolving Credit Lender) prior to 12:00 noon on
the proposed borrowing date (i) directing the Swingline Lender not to make such
Swingline Loan as a result of the limitations set forth in Section 2.2(a), or
(ii) that one or more of the applicable conditions specified in Section 5.3 is
not then satisfied, then, subject to the terms and conditions hereof, not later
than 2:00 p.m. on the proposed borrowing date, the Swingline Lender will make
available to the Administrative Agent, for the account of the Borrower, at the
office of the Administrative Agent in funds immediately available to the
Administrative Agent, the Swingline Loans to be made to the Borrower on such
borrowing date.

          (ii) Term Loan. The Term Loan shall be advanced pursuant to the terms
of Section 3A.2.

          (iii) General. The Borrower hereby irrevocably authorizes the
Administrative Agent to disburse the proceeds of each borrowing requested
pursuant to Section 3A.2 and this Section 4.1 in immediately available funds by
crediting or wiring such proceeds to the deposit account of the Borrower
identified in the most recent notice substantially in the form of Exhibit C
hereto (a "Notice of Account Designation") delivered by the Borrower to the
Administrative Agent or as may be otherwise agreed upon by the Borrower and the
Administrative Agent from time to time. Subject to Section 4.13, the
Administrative Agent shall not be obligated to disburse the portion of the
proceeds of any Loan requested pursuant to Section 3A.2 or this Section 4.1 to
the extent that any Lender has not made available to the Administrative Agent
its Revolving Credit Commitment Percentage or Term Loan Commitment Percentage,
as applicable, of such Loan. Revolving Credit Loans to be made for the purpose
of refunding Swingline Loans shall be made by the Lenders as provided in Section
2.2(b).

     SECTION 4.2 Repayment of Revolving Credit Loans.

     (a) Repayment on Revolving Credit Termination Date. On the Revolving Credit
Termination Date, the Borrower shall repay the outstanding principal amount of
(i) all Revolving Credit Loans in full, and (ii) to the extent the Swingline
Termination Date has not occurred, all Swingline Loans together, in each case,
with all accrued but unpaid interest thereon.


                                       38



     (b) Mandatory Repayment of Obligations. If at any time, as the case may be,
(i) the outstanding principal amount of all Revolving Credit Loans plus the sum
of (A) all outstanding Swingline Loans and Revolver L/C Obligations and (B) the
Blocked Portion as of such date exceeds the Revolving Credit Commitment, the
Borrower shall repay immediately upon notice from the Administrative Agent, by
payment to the Administrative Agent for the account of the Revolving Credit
Lenders, the aggregate outstanding Revolving Credit Loans, Swingline Loans and
Revolver L/C Obligations in an amount equal to such excess with each such
repayment applied first to the principal amount of outstanding Swingline Loans,
second to the principal amount of outstanding Revolving Credit Loans and third,
with respect to any Revolver Letters of Credit then outstanding, a payment of
cash collateral into a cash collateral account opened by the Borrower with the
Administrative Agent, for the benefit of the Revolving Credit Lenders (such cash
collateral to be applied in accordance with Section 11.2(b)), and (ii) the
outstanding principal amount of all Stand-Alone L/C Obligations exceeds the
Stand-Alone L/C Commitment, the Borrower shall, immediately upon notice from the
Administrative Agent, make a payment of cash collateral into a cash collateral
account opened by the Borrower with the Administrative Agent, for the benefit of
the Revolving Credit Lenders (such cash collateral to be applied in accordance
with Section 11.2(b)) in an amount equal to such excess. Each such repayment
shall be accompanied by any amount required to be paid pursuant to Section 4.16.

     (c) Optional Repayments. The Borrower may at any time and from time to time
repay Revolving Credit Loans and Swingline Loans, in whole or in part, upon at
least three (3) Business Days' irrevocable notice to the Administrative Agent
with respect to LIBOR Rate Loans and one (1) Business Day's irrevocable notice
with respect to Base Rate Loans and Swingline Loans, in the form attached hereto
as Exhibit D (a "Notice of Prepayment"), specifying (i) the date and amount of
repayment, (ii) whether the repayment is of a Revolving Credit Loan, a Swingline
Loan or a combination thereof, and, if of a combination thereof, the amount
allocable to each and (iii) if such Loan is a Revolving Credit Loan, whether
such Loan is a LIBOR Rate Loan or a Base Rate Loan. Upon receipt of such notice,
the Administrative Agent shall promptly notify each Revolving Credit Lender. If
any such notice is given, the amount specified in such notice shall be due and
payable on the date set forth in such notice. Partial repayments shall be in an
aggregate amount of $3,000,000 or a whole multiple of $500,000 in excess thereof
with respect to LIBOR Rate Loans and Base Rate Loans and $500,000 or a whole
multiple of $250,000 in excess thereof with respect to Swingline Loans. Each
such repayment shall be accompanied by any amount required to be paid pursuant
to Section 4.16.

     (d) Prepayment of Excess Proceeds. In the event proceeds remain after the
prepayments of the Term Loan pursuant to Section 3A.5(b), the amount of such
excess proceeds shall be applied on the date of the required prepayment under
Section 3A.5(b) to prepay the outstanding principal amount of the Revolving
Credit Loans, without a corresponding reduction of the Revolving Credit
Commitments.

     (e) Limitation on Repayment of LIBOR Rate Loans. The Borrower may not repay
any LIBOR Rate Loan on any day other than on the last day of the Interest Period
applicable thereto unless such repayment is accompanied by any amount required
to be paid pursuant to Section 4.16.


                                       39



     SECTION 4.3 Evidence of Indebtedness.

     (a) Extensions of Credit. The Extensions of Credit made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender
and by the Administrative Agent in the ordinary course of business. The accounts
or records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Extensions of Credit made
by the Lenders to the Borrower and the interest and payments thereon. Any
failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any amount
owing with respect to the Obligations. In the event of any conflict between the
accounts and records maintained by any Lender and the accounts and records of
the Administrative Agent in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest error. Upon
the request of any Lender made through the Administrative Agent, the Borrower
shall execute and deliver to such Lender (through the Administrative Agent) a
Revolving Credit Note, which shall evidence such Revolving Credit Lender's
Revolving Credit Loans, or a Term Note, which shall evidence such Term Loan
Lender's Term Loan Commitment Percentage of the Term Loan, as applicable, in
addition to such accounts or records. Each Lender may attach schedules to its
Revolving Note or Term Note, as applicable, and endorse thereon the date, amount
and maturity of its Loans and payments with respect thereto.

     (b) Participations. In addition to the accounts and records referred to in
subsection (a), each Revolving Credit Lender and the Administrative Agent shall
maintain in accordance with its usual practice accounts or records evidencing
the purchases and sales by such Lender of participations in Letters of Credit
and Swingline Loans. In the event of any conflict between the accounts and
records maintained by the Administrative Agent and the accounts and records of
any Revolving Credit Lender in respect of such matters, the accounts and records
of the Administrative Agent shall control in the absence of manifest error.

     SECTION 4.4 Repayment; Limited Incurrence during Cleandown Period. During
each Fiscal Year, the Borrower shall select a Cleandown Period. On the first day
of each Cleandown Period, the Borrower shall repay the Revolving Credit
Extensions of Credit then outstanding to the extent necessary to reduce the
total amount of outstanding Revolving Credit Loans, Swingline Loans and Revolver
L/C Obligations to an amount not exceeding $15,000,000. For the duration of each
such Cleandown Period, the Borrower shall not request, create or incur any
Revolving Credit Loans, Swingline Loans or Revolver Letters of Credit to the
extent that the aggregate principal amount of all outstanding Revolving Credit
Loans, Swingline Loans and Revolver L/C Obligations (after giving effect to any
amount requested, created or incurred) would exceed $15,000,000.

     SECTION 4.5 Permanent Reduction of the Revolving Credit Commitment and the
Stand-Alone L/C Commitment.

     (a) Voluntary Reduction. The Borrower shall have the right, upon at least
three (3) Business Days prior irrevocable written notice to the Administrative
Agent, to permanently reduce, without premium or penalty, (i) at any time, the
entire Revolving Credit Commitment or the entire Stand-Alone L/C Commitment or
(ii) portions of the Revolving Credit Commitment or


                                       40



the Stand-Alone L/C Commitment, from time to time, in each case, in an aggregate
principal amount not less than $2,000,000 or any whole multiple in excess
thereof.

     (b) Repayment of Excess Obligations. Each permanent reduction permitted
pursuant to this Section 4.5 and, as applicable, Section 4.6 shall be (i) with
respect to the Revolving Credit Commitment, accompanied by a payment of
principal sufficient to reduce the aggregate outstanding Revolving Credit Loans,
Swingline Loans and Revolver L/C Obligations, after such reduction to the
Revolving Credit Commitment as so reduced, and if the Revolving Credit
Commitment as so reduced is less than the aggregate amount of all outstanding
Revolver L/C Obligations, the Borrower shall be required to deposit in a cash
collateral account opened by the Administrative Agent an amount equal to the
aggregate then undrawn and unexpired amount of such Revolver L/C Obligations,
and (ii) with respect to the Stand-Alone L/C Commitment, if the Stand-Alone L/C
Commitment as so reduced is less than the aggregate amount of all outstanding
Stand-Alone L/C Obligations, the Borrower shall be required to deposit in a cash
collateral account opened by the Administrative Agent an amount equal to the
aggregate then undrawn and unexpired amount of such Stand-Alone L/C Obligations.
Any reduction of the Revolving Credit Commitment to zero (i) shall be
accompanied by payment of all outstanding Revolving Credit Loans and Swingline
Loans and the furnishing of cash collateral satisfactory to the Administrative
Agent for all Revolver L/C Obligations, and (ii) shall result in the termination
of the Revolving Credit Commitment and the Revolving Credit Facility. If the
reduction of the Revolving Credit Commitment requires the repayment of any LIBOR
Rate Loan, such repayment shall be accompanied by any amount required to be paid
pursuant to Section 4.15. Any reduction of the Stand-Alone L/C Commitment to
zero shall be accompanied by the furnishing of cash collateral satisfactory to
the Administrative Agent for all Stand-Alone L/C Obligations and shall result in
the termination of the Stand-Alone L/C Commitment and the Stand-Alone L/C
Facility. All such cash collateral shall be applied in accordance with Section
11.2(b).

     SECTION 4.6 Termination of Revolving Credit Facility and Stand-Alone L/C
Facility. The Revolving Credit Facility, the Swingline Facility, the Revolver
L/C Facility and the Stand-Alone L/C Facility shall terminate and each of the
Revolving Credit Commitment and the Stand-Alone L/C Commitment shall be
automatically reduced to zero on the Revolving Credit Termination Date.

     SECTION 4.7 Interest.

     (a) Interest Rate Options. Subject to the provisions of this Section 4.7,
at the election of the Borrower, the aggregate unpaid principal balance of (i)
each Revolving Credit Loan and the Term Loan shall bear interest at the Base
Rate or the LIBOR Rate plus the Applicable Margin, and (ii) each Swingline Loan
shall bear interest at the Swingline Rate. The Borrower shall select the rate of
interest and Interest Period, if any, applicable to any LIBOR Rate Loan at the
time a Notice of Borrowing is given pursuant to Section 4.1(a) or at the time a
Notice of Conversion/Continuation is given pursuant to Section 4.8. Any Loan or
any portion thereof as to which the Borrower has not duly specified an interest
rate as provided herein shall be deemed a Base Rate Loan.


                                       41



     (b) Interest Periods. In connection with each LIBOR Rate Loan, the
Borrower, by giving notice at the times described in Section 4.7(a), shall elect
an interest period (each, an "Interest Period") to be applicable to such Loan,
which Interest Period shall be a period of one (1), two (2), three (3), or six
(6) months; provided that:

               (i) the Interest Period shall commence on the date of advance of
or conversion to any LIBOR Rate Loan and, in the case of immediately successive
Interest Periods, each successive Interest Period shall commence on the date on
which the next preceding Interest Period expires;

               (ii) if any Interest Period would otherwise expire on a day that
is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided, that if any Interest Period with respect to a LIBOR Rate
Loan would otherwise expire on a day that is not a Business Day but is a day of
the month after which no further Business Day occurs in such month, such
Interest Period shall expire on the next preceding Business Day;

               (iii) any Interest Period with respect to a LIBOR Rate Loan that
begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the relevant calendar
month at the end of such Interest Period;

               (iv) no Interest Period shall extend beyond the Term Loan
Termination Date; and

               (v) there shall be no more than ten (10) Interest Periods
outstanding at any time.

     (c) Default Rate. Upon the occurrence and during the continuance of an
Event of Default, (i) the Borrower shall no longer have the option to request
LIBOR Rate Loans or Swingline Loans, (ii) all outstanding LIBOR Rate Loans shall
bear interest at a rate per annum two percent (2%) in excess of the rate then
applicable to LIBOR Rate Loans until the end of the applicable Interest Period
and thereafter at a rate equal to two percent (2%) in excess of the rate then
applicable to Base Rate Loans, (iii) all outstanding Swingline Loans shall bear
interest at a rate per annum equal to two percent (2%) in excess of the rate
then applicable to Swingline Loans and (iv) all outstanding Base Rate Loans,
Revolver Reimbursement Obligations and Stand-Alone Reimbursement Obligations
shall bear interest at a rate per annum equal to two percent (2%) in excess of
the rate then applicable to Base Rate Loans. Interest shall continue to accrue
on the Obligations after the filing by or against the Borrower of any petition
seeking any relief in bankruptcy or under any act or law pertaining to
insolvency or debtor relief, whether state, federal or foreign.

     (d) Interest Payment and Computation. Interest on each Base Rate Loan shall
be payable in arrears on the last Business Day of each calendar quarter, with
the first such payment due on December 31, 2004. Interest on each LIBOR Rate
Loan shall be payable on the last day of each Interest Period applicable
thereto, and if such Interest Period extends over three (3) months, at the end
of each three (3) month interval during such Interest Period. All interest
rates,


                                       42



fees and commissions provided hereunder shall be computed on the basis of a
360-day year and assessed for the actual number of days elapsed.

     (e) Maximum Rate. In no contingency or event whatsoever shall the aggregate
of all amounts deemed interest hereunder charged or collected pursuant to the
terms of this Agreement exceed the highest rate permissible under any Applicable
Law which a court of competent jurisdiction shall, in a final determination,
deem applicable hereto. In the event that such a court determines that the
Lenders have charged or received interest hereunder in excess of the highest
applicable rate, the rate in effect hereunder shall automatically be reduced to
the maximum rate permitted by Applicable Law and the Lenders shall at the
Administrative Agent's option promptly refund to the Borrower any interest
received by Lenders in excess of the maximum lawful rate or shall apply such
excess to the principal balance of the Obligations. It is the intent hereof that
the Borrower not pay or contract to pay, and that neither the Administrative
Agent nor any Lender receive or contract to receive, directly or indirectly in
any manner whatsoever, interest in excess of that which may be paid by the
Borrower under Applicable Law.

     SECTION 4.8 Notice and Manner of Conversion or Continuation of Loans.
Provided that no Event of Default has occurred and is then continuing, the
Borrower shall have the option to (a) convert at any time all or any portion of
its outstanding Base Rate Loans in a principal amount equal to $3,000,000 or any
whole multiple of $500,000 in excess thereof into one or more LIBOR Rate Loans
or (b) upon the expiration of any Interest Period, (i) convert all or any part
of its outstanding LIBOR Rate Loans in a principal amount equal to $3,000,000 or
a whole multiple of $500,000 in excess thereof into Base Rate Loans or (ii)
continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower
desires to convert or continue Loans as provided above, the Borrower shall give
the Administrative Agent irrevocable prior written notice in the form attached
as Exhibit E (a "Notice of Conversion/Continuation") not later than 11:00 a.m.
three (3) Business Days before the day on which a proposed conversion or
continuation of such Loan is to be effective specifying (A) the Loans to be
converted or continued, and, in the case of any LIBOR Rate Loan to be converted
or continued, the last day of the Interest Period therefor, (B) the effective
date of such conversion or continuation (which shall be a Business Day), (C) the
principal amount of such Loans to be converted or continued, and (D) the
Interest Period to be applicable to such converted or continued LIBOR Rate Loan.
The Administrative Agent shall promptly notify the applicable Lenders of such
Notice of Conversion/Continuation.

     SECTION 4.9 Fees.

     (a) Revolving Credit Facility Fees. The Borrower shall pay to the
Administrative Agent, for the account of the Revolving Credit Lenders, a
non-refundable facility fee at a rate per annum equal to the Revolving Credit
Commitments of all the Lenders times the Applicable Margin, regardless of usage.
Such facility fee shall be payable in arrears on the last Business Day of each
calendar quarter during the term of this Agreement and on the Revolving Credit
Termination Date, with the first such payment due on December 31, 2004. Such
facility fee shall be distributed by the Administrative Agent to the Revolving
Credit Lenders pro rata in accordance with the Revolving Credit Lenders'
respective Revolving Credit Commitment Percentages.


                                       43



     (b) Stand-Alone L/C Facility Fees. The Borrower shall pay to the
Administrative Agent, for the account of the Stand-Alone L/C Lenders, a
non-refundable facility fee at a rate per annum equal to the Stand-Alone L/C
Commitments of all the Lenders times the Applicable Margin, regardless of usage.
Such facility fee shall be payable in arrears on the last Business Day of each
calendar quarter during the term of this Agreement and on the Revolving Credit
Termination Date, with the first such payment due on December 31, 2004. Such
facility fee shall be distributed by the Administrative Agent to the Stand-Alone
L/C Lenders pro rata in accordance with the Stand-Alone L/C Lenders' respective
Stand-Alone L/C Commitment Percentages.

     (c) Term Loan Facility Fee. Commencing on the First Amendment Effective
Date, the Borrower shall pay to the Administrative Agent, for the account of the
Term Loan Lenders, a non-refundable facility fee at a rate per annum equal to
the Applicable Margin times the outstanding principal amount of the Term Loan.
Such facility fee shall be payable in arrears on the last Business Day of each
calendar quarter during the term of this Agreement and on the Term Loan
Termination Date, with the first such payment due on June 30, 2005. Such
facility fee shall be distributed by the Administrative Agent to the Term Loan
Lenders pro rata in accordance with the Term Loan Lenders' respective Term Loan
Commitment Percentages.

     (d) Term Loan Commitment Fee. Commencing on the First Amendment Effective
Date and ending on the earlier of (i) the date on which the unfunded portion of
the Term Loan Commitments is funded pursuant to Section 3A.2(b) and (ii) the
Term Loan Commitment Termination Date, the Borrower shall pay to the
Administrative Agent, for the account of the Term Loan Lenders, a non-refundable
commitment fee at a rate per annum equal to the Applicable Margin times the
average daily unfunded portion of the Term Loan Commitments. Such commitment fee
shall be payable in arrears on the last Business Day of the calendar quarter
ended immediately following the Term Loan Commitment Termination Date. Such
commitment fee shall be distributed by the Administrative Agent to the Term Loan
Lenders pro rata in accordance with the Term Loan Lenders' respective Term Loan
Commitment Percentages.

     (e) Administrative Agent's and Other Fees. To compensate the Administrative
Agent for structuring and syndicating the Loans and for its obligations
hereunder, the Borrower agrees to pay to the Administrative Agent, for its
account, the fees set forth in the Fee Letter.

     SECTION 4.10 Manner of Payment. Each payment by the Borrower on account of
the principal of or interest on the Loans or of any fee, commission or other
amounts payable to the Lenders under this Agreement shall be made not later than
1:00 p.m. on the date specified for payment under this Agreement to the
Administrative Agent at the Administrative Agent's Office for the account of the
Lenders (other than as set forth below) pro rata in accordance with their
respective applicable Commitment Percentages, in Dollars, in immediately
available funds and shall be made without any set-off, counterclaim or deduction
whatsoever. Any payment received after such time but before 2:00 p.m. on such
day shall be deemed a payment on such date for the purposes of Section 11.1, but
for all other purposes shall be deemed to have been made on the next succeeding
Business Day. Any payment received after 2:00 p.m. shall be deemed to have been
made on the next succeeding Business Day for all purposes. Upon receipt by the


                                       44



Administrative Agent of each such payment, the Administrative Agent shall
distribute to each Lender at its address for notices set forth herein its pro
rata share of such payment in accordance with such Lender's applicable
Commitment Percentage and shall wire advice of the amount of such credit to each
Lender. Each payment to the Administrative Agent of Administrative Agent's fees
or expenses shall be made for the account of the Administrative Agent and any
amount payable to any Lender under Sections 4.14, 4.15, 4.16, 4.17 or 13.2 shall
be paid to the Administrative Agent for the account of the applicable Lender.
Subject to Section 4.7(b)(ii), if any payment under this Agreement shall be
specified to be made upon a day which is not a Business Day, it shall be made on
the next succeeding day which is a Business Day and such extension of time shall
in such case be included in computing any interest if payable along with such
payment.

     SECTION 4.11 Crediting of Payments and Proceeds. In the event that the
Borrower shall fail to pay any of the Obligations when due and the Obligations
have been accelerated pursuant to Section 11.2, all payments received by the
Lenders upon the Obligations and all net proceeds from the enforcement of the
Obligations shall be applied:

     First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts, including attorney fees, payable to the
Administrative Agent in its capacity as such and each Issuing Lender in their
capacity as such (ratably among the Administrative Agent and the Issuing Lenders
in proportion to the respective amounts described in this clause First payable
to them);

     Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders, including attorney fees (ratably among the Lenders in proportion to the
respective amounts described in this clause Second payable to them);

     Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans and Reimbursement Obligations (ratably among
the Lenders in proportion to the respective amounts described in this clause
Third payable to them);

     Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans, the Reimbursement Obligations and any Swap Obligations
(including any termination payments and any accrued and unpaid interest thereon)
(ratably among the Lenders in proportion to the respective amounts described in
this clause Fourth held by them);

     Fifth, to the Administrative Agent for the account of the applicable
Issuing Lenders, to cash collateralize the aggregate undrawn and unexpired
amount of the then outstanding Revolver Letters of Credit and Stand-Alone
Letters of Credit pursuant to Section 11.2(b) (ratably among the Issuing Lenders
in proportion to the respective amounts described in this clause Fifth held by
them); and

     Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by
Applicable Law.


                                       45



     SECTION 4.12 Adjustments. If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans or other obligations hereunder resulting in
such Lender's receiving payment of a proportion of the aggregate amount of its
Loans and accrued interest thereon or other such obligations (other than
pursuant to Sections 4.15, 4.16, 4.17 or 13.2) greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase (for
cash at face value) participations in the Loans and such other obligations of
the other Lenders, or make such other adjustments as shall be equitable, so that
the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them; provided that

          (i) if any such participations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest, and

          (ii) the provisions of this paragraph shall not be construed to apply
to (x) any payment made by the Borrower pursuant to and in accordance with the
express terms of this Agreement or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or participations in Swingline Loans and Letters of Credit to any assignee
or participant, other than to the Borrower or any Subsidiary thereof (as to
which the provisions of this paragraph shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under Applicable Law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower and each Guarantor rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower or such Guarantor in the amount of such participation.

     SECTION 4.13 Nature of Obligations of Lenders Regarding Extensions of
Credit; Assumption by the Administrative Agent. The obligations of the Lenders
under this Agreement to make the Loans and issue or participate in Letters of
Credit are several and are not joint or joint and several. Unless the
Administrative Agent shall have received notice from a Lender prior to a
proposed borrowing date that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of the amount to be borrowed
on such date (which notice shall not release such Lender from its obligations
hereunder), the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the proposed borrowing date in
accordance with Section 4.1(b) and Section 3A.2(b) and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If such amount is made available to the
Administrative Agent on a date after such borrowing date, such Lender shall pay
to the Administrative Agent on demand an amount, until paid, equal to the
product of (a) the amount not made available by such Lender in accordance with
the terms hereof, times (b) the daily average Federal Funds Rate during such
period as determined by the Administrative Agent, times (c) a fraction the
numerator of which is the number of days that elapse from and including such
borrowing date to the date on which such amount not made available by such
Lender as required by the terms hereof shall have become immediately available
to the Administrative


                                       46



Agent and the denominator of which is 360. A certificate of the Administrative
Agent with respect to any amounts owing under this Section 4.13 shall be
conclusive, absent manifest error. If such Lender's Commitment Percentage of
such borrowing is not made available to the Administrative Agent by such Lender
within three (3) Business Days of such borrowing date, the Administrative Agent
shall be entitled to recover such amount made available by the Administrative
Agent with interest thereon at the rate per annum applicable to Base Rate Loans
hereunder, on demand, from the Borrower. The failure of any Lender to make
available its Commitment Percentage of any Loan requested by the Borrower shall
not relieve it or any other Lender of its obligation, if any, hereunder to make
its Commitment Percentage of such Loan available on such borrowing date, but no
Lender shall be responsible for the failure of any other Lender to make its
Commitment Percentage of such Loan available on the borrowing date.

     SECTION 4.14 Changed Circumstances.

     (a) Circumstances Affecting LIBOR Rate Availability. If with respect to any
Interest Period the Administrative Agent or any Lender (after consultation with
Administrative Agent) shall determine that, by reason of circumstances affecting
the foreign exchange and interbank markets generally, deposits in eurodollars,
in the applicable amounts are not being quoted via Telerate Page 3750 or offered
to the Administrative Agent or such Lender for such Interest Period, then the
Administrative Agent shall forthwith give notice thereof to the Borrower.
Thereafter, until the Administrative Agent notifies the Borrower that such
circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate
Loans and the right of the Borrower to convert any Loan to or continue any Loan
as a LIBOR Rate Loan shall be suspended, and the Borrower shall repay in full
(or cause to be repaid in full) the then outstanding principal amount of each
such LIBOR Rate Loans together with accrued interest thereon, on the last day of
the then current Interest Period applicable to such LIBOR Rate Loan or convert
the then outstanding principal amount of each such LIBOR Rate Loan to a Base
Rate Loan as of the last day of such Interest Period.

     (b) Laws Affecting LIBOR Rate Availability. If, after the date hereof, the
introduction of, or any change in, any Applicable Law or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or any of their respective Lending
Offices) with any request or directive (whether or not having the force of law)
of any such Authority, central bank or comparable agency, shall make it unlawful
or impossible for any of the Lenders (or any of their respective Lending
Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate
Loan, such Lender shall promptly give notice thereof to the Administrative Agent
and the Administrative Agent shall promptly give notice to the Borrower and the
other Lenders. Thereafter, until the Administrative Agent notifies the Borrower
that such circumstances no longer exist, (i) the obligations of the Lenders to
make LIBOR Rate Loans and the right of the Borrower to convert any Loan or
continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the
Borrower may select only Base Rate Loans hereunder, and (ii) if any of the
Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of
the then current Interest Period applicable thereto as a LIBOR Rate Loan, the
applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan
for the remainder of such Interest Period.


                                       47



     SECTION 4.15 Increased Costs.

     (a) Increased Costs Generally. If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or advances, loans or other credit extended
or participated in by, any Lender (except any reserve requirement reflected in
the LIBOR Rate) or any Issuing Lender;

          (ii) subject any Lender or any Issuing Lender to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change
the basis of taxation of payments to such Lender or such Issuing Lender in
respect thereof (except for Indemnified Taxes or Other Taxes covered by Section
4.17 and the imposition of, or any change in the rate of any Excluded Tax
payable by such Lender or such Issuing Lender); or

          (iii) impose on any Lender or any Issuing Lender or the London
interbank market any other condition, cost or expense affecting this Agreement
or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation
therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making, converting into or maintaining any LIBOR Rate Loan (or of
maintaining its obligation to make any such Loan), or to increase the cost to
such Lender or such Issuing Lender of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to
issue any Letter of Credit), or to reduce the amount of any sum received or
receivable by such Lender or such Issuing Lender hereunder (whether of
principal, interest or any other amount) then, upon request of such Lender or
such Issuing Lender, the Borrower shall promptly pay to any such Lender or such
Issuing Lender, as the case may be, such additional amount or amounts as will
compensate such Lender or such Issuing Lender, as the case may be, for such
additional costs incurred or reduction suffered.

     (b) Capital Requirements. If any Lender or any Issuing Lender determines
that any Change in Law affecting such Lender or such Issuing Lender or any
lending office of such Lender or such Lender's or such Issuing Lender's holding
company, if any, regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or such Issuing Lender's capital or
on the capital of such Lender's or such Issuing Lender's holding company, if
any, as a consequence of this Agreement, the Commitments of such Lender or the
Loans made by, or participations in Letters of Credit held by, such Lender, or
the Letters of Credit issued by such Issuing Lender, to a level below that which
such Lender or such Issuing Lender or such Lender's or such Issuing Lender's
holding company could have achieved but for such Change in Law (taking into
consideration such Lender's or such Issuing Lender's policies and the policies
of such Lender's or such Issuing Lender's holding company with respect to
capital adequacy), then from time to time the Borrower shall promptly pay to
such Lender or such Issuing Lender, as the case may be, such additional amount
or amounts as will compensate such Lender or such Issuing Lender or such
Lender's or such Issuing Lender's holding company for any such reduction
suffered.


                                       48



     (c) Certificates for Reimbursement. A certificate of a Lender or an Issuing
Lender setting forth the amount or amounts necessary to compensate such Lender
or such Issuing Lender or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section 4.15 and delivered to the Borrower shall
be conclusive absent manifest error. The Borrower shall pay such Lender or such
Issuing Lender, as the case may be, the amount shown as due on any such
certificate within ten (10) days after receipt thereof.

     (d) Delay in Requests. Failure or delay on the part of any Lender or any
Issuing Lender to demand compensation pursuant to this Section 4.15 shall not
constitute a waiver of such Lender's or such Issuing Lender's right to demand
such compensation; provided that the Borrower shall not be required to
compensate a Lender or an Issuing Lender pursuant to this Section 4.15 for any
increased costs incurred or reductions suffered more than three (3) months prior
to the date that such Lender or such Issuing Lender, as the case may be,
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's or such Issuing Lender's intention to claim
compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the three-month period
referred to above shall be extended to include the period of retroactive effect
thereof).

     SECTION 4.16 Indemnity. The Borrower hereby indemnifies each of the Lenders
against any loss or expense which may arise or be attributable to each Lender's
obtaining, liquidating or employing deposits or other funds acquired to effect,
fund or maintain any Loan (a) as a consequence of any failure by the Borrower to
make any payment when due of any amount due hereunder in connection with a LIBOR
Rate Loan, (b) due to any failure of the Borrower to borrow, continue or convert
on a date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation or (c) due to any payment, prepayment or conversion of
any LIBOR Rate Loan on a date other than the last day of the Interest Period
therefor. The amount of such loss or expense shall be determined, in the
applicable Lender's sole discretion, based upon the assumption that such Lender
funded its Revolving Credit Commitment Percentage of the LIBOR Rate Loans in the
London interbank market and using any reasonable attribution or averaging
methods which such Lender deems appropriate and practical. A certificate of such
Lender setting forth the basis for determining such amount or amounts necessary
to compensate such Lender shall be forwarded to the Borrower through the
Administrative Agent and shall be conclusively presumed to be correct save for
manifest error.

     SECTION 4.17 Taxes.

     (a) Payments Free of Taxes. Any and all payments by or on account of any
Obligations shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required by applicable law to deduct any Indemnified Taxes (including any Other
Taxes) from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 4.17) the
Administrative Agent, Lender or Issuing Lender, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall timely
pay the full amount deducted to the relevant Governmental Authority in
accordance with Applicable Law; provided, no such additional


                                       49



amount shall be required to be paid to any Lender under clause (i) above except
to the extent of any change after the date hereof (in the case of each Lender
listed on the signature pages hereof on the Closing Date) or after the effective
date of the Assignment and Assumption pursuant to which such Lender became a
Lender (in the case of each other Lender) in any such requirement for a
deduction, withholding or payment from that in effect at the date hereof or at
the date of such Assignment Agreement, as the case may be, in respect of
payments to such Lender.

     (b) Payment of Other Taxes by the Borrower. Without limiting the provisions
of paragraph (a) above, the Borrower shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

     (c) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and each Issuing Lender, within thirty (30)
days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section 4.17) paid by the
Administrative Agent, such Lender or such Issuing Lender, as the case may be,
and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or an Issuing Lender (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or an Issuing Lender, shall be conclusive absent manifest error.

     (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

     (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by Applicable Law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by Applicable Law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by Applicable Law or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Without
limiting the generality of the foregoing, in the event that the Borrower is a
resident for tax purposes in the United States, any Foreign Lender shall deliver
to the Borrower and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the request of the Borrower or the Administrative Agent, but only if such
Foreign Lender is lawfully able to do so), whichever of the following is
applicable:


                                       50



          (i) duly completed copies of Internal Revenue Service Form W-8BEN
claiming eligibility for benefits of an income tax treaty to which the United
States is a party,

          (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

          (iii) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under section 881(c) of the Code, (x) a
certificate to the effect that such Foreign Lender is not (A) a "bank" within
the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder"
of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
"controlled foreign corporation" described in section 881(c)(3)(C) of the Code
and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

          (iv) any other form prescribed by Applicable Law as a basis for
claiming exemption from or a reduction in United States Federal withholding tax
duly completed together with such supplementary documentation as may be
prescribed by Applicable Law to permit the Borrower to determine the withholding
or deduction required to be made.

     (f) Treatment of Certain Refunds. If the Administrative Agent, a Lender or
an Issuing Lender determines, in its sole discretion, that it has received a
refund of any Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 4.17, it shall pay to the Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 4.17 with respect to the Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent, such Lender or such Issuing Lender, as the case may
be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided that the Borrower,
upon the request of the Administrative Agent, such Lender or such Issuing
Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or such Issuing Lender in
the event the Administrative Agent, such Lender or such Issuing Lender is
required to repay such refund to such Governmental Authority. This paragraph
shall not be construed to require the Administrative Agent, any Lender or any
Issuing Lender to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to the Borrower or any other
Person.

     (g) Failure to Provide Documentation. For any period with respect to which
a Lender has failed to provide the Borrower with the appropriate form,
certificate or other document described in subsection (e) of this Section 4.17
(other than if such failure is due to a change in the applicable law, or in the
interpretation or application thereof, occurring after the date on which a form,
certificate or other document originally was required to be provided or if such
form, certificate or other document otherwise is not required under subsection
(e) of this Section 4.17), such Lender shall not be entitled to indemnification
or payment under subsection (a), (b) and (c) of this Section 4.17 with respect
to Taxes imposed by the United States by reason of such failure; provided,
however, that should a Lender become subject to Taxes because of its failure to
deliver a form, certificate or other document required hereunder, the Borrower
shall take such steps as such Lender may reasonably request to assist such
Lender in recovering such Taxes.


                                       51



     (h) Survival. Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in this Section 4.17 shall survive the payment in full of the Obligations and
the termination of the Commitments.

     SECTION 4.18 Duty to Mitigate; Replacement of Lenders.

     (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 4.15, or requires the Borrower to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 4.17, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
4.15 or Section 4.17, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

     (b) Replacement of Lenders. If any Lender requests compensation under
Section 4.15, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 4.17, or if any Lender defaults in its obligation to fund Loans
hereunder, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 13.10), all of its interests,
rights and obligations under this Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that

          (i) the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 13.10,

          (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and participations in Letters of Credit
funded by such Lender which have not been reimbursed pursuant to the terms
hereof, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder and under the other Loan Documents (including any amounts under
Section 4.16) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts),

          (iii) in the case of any such assignment resulting from a claim for
compensation under Section 4.15 or payments required to be made pursuant to
Section 4.17, such assignment will result in a reduction in such compensation or
payments thereafter, and

          (iv) such assignment does not conflict with applicable law.


                                       52



A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

                                    ARTICLE V

                  CLOSING; CONDITIONS OF CLOSING AND BORROWING

     SECTION 5.1 Closing. The closing shall take place at the offices of Kennedy
Covington Lobdell & Hickman, L.L.P., Charlotte, North Carolina at 9:00 a.m. on
October 20, 2004, or on such other date and at such other place as the parties
hereto shall mutually agree.

     SECTION 5.2 Conditions to Closing and Initial Extensions of Credit. The
obligations of the Lenders to close this Agreement and to make the initial Loan
and issue the initial Letters of Credit are subject to the satisfaction of each
of the following conditions:

     (a) Executed Loan Documents. This Agreement, the Guaranty Agreement and any
other Loan Documents shall have been duly authorized, executed and delivered to
the Administrative Agent by the parties thereto, shall be in full force and
effect and no default shall exist thereunder, and the Borrower shall have
delivered original counterparts thereof to the Administrative Agent.

     (b) Closing Certificates; etc.

          (i) Officer's Certificate of the Borrower. The Administrative Agent
shall have received a certificate from the chief executive officer or chief
financial officer of the Borrower, in form and substance satisfactory to the
Administrative Agent, to the effect that all representations and warranties of
the Borrower contained in this Agreement and the other Loan Documents are true,
correct and complete; that the Borrower is not in violation of any of the
covenants contained in this Agreement and the other Loan Documents; that, after
giving effect to the transactions contemplated by this Agreement, no Default or
Event of Default has occurred and is continuing; and that the Borrower has
satisfied each of the closing conditions.

          (ii) Partnership Documents; Secretary's Certificates. The
Administrative Agent shall have received (A) a certificate of the Secretary or
Assistant Secretary of the Borrower and each Guarantor dated the Closing Date
and certifying with respect to the Borrower and each Guarantor (1) that attached
thereto is a true and complete copy of the organizational documents and all
amendments thereto of each of them, certified as of a recent date by the
appropriate Governmental Authority in its jurisdiction of organization, (2) that
attached thereto is a true and complete copy of the partnership agreement,
by-laws or equivalent document of each of them in effect on the Closing Date and
at all times since a date prior to the date of the resolutions described in
clause (3) below, (3) that attached thereto is a true and complete copy of
resolutions duly adopted by the respective governing boards of each of them
authorizing, as applicable, the execution, delivery and performance of the Loan
Documents to which it is party and, in the case of the Borrower, the borrowings
hereunder, and that such resolutions have not


                                       53



been modified, rescinded or amended and are in full force and effect, (4) that
the organizational documents of each of them have not been amended since the
date of the last amendment thereto shown on the certificate of good standing
attached thereto and (5) as to the incumbency and specimen signature of each
officer executing any Loan Document, Partnership Document or any other document
delivered in connection herewith on its behalf; and (B) a certificate of another
officer as to the incumbency and specimen signature of such Secretary or
Assistant Secretary executing the certificate pursuant to (A) above.

          (iii) Certificates of Good Standing. The Administrative Agent shall
have received long-form certificates as of a recent date of the good standing of
the Borrower and each Subsidiary under the laws of their respective
jurisdictions of organization and a certificate of the relevant taxing
authorities of such jurisdictions certifying that such Person has filed required
tax returns and owes no delinquent taxes.

          (iv) Opinions of Counsel. The Administrative Agent shall have received
favorable opinions of counsel to the Borrower addressed to the Administrative
Agent and the Lenders with respect to the Borrower, the Guarantors, the Loan
Documents and such other matters as the Lenders shall request.

          (v) Tax Forms. The Administrative Agent shall have received copies of
the United States Internal Revenue Service forms required by Section 4.17(e).

          (vi) Insurance Certificate. The Administrative Agent shall have
received a detailed schedule of the Borrower's insurance then in effect, stating
the names of the insurance companies, the amounts and rates of the insurance,
the dates of the expiration thereof and the properties and risks covered
thereby.

     (c) Consents; Defaults.

          (i) Governmental and Third Party Approvals. All necessary approvals,
authorizations and consents, if any be required, of any Person, including,
without limitation, board approvals of the Parent and the General Partner, as
applicable, and of all Governmental Authorities and courts having jurisdiction
with respect to the transactions contemplated by this Agreement and the other
Loan Documents shall have been obtained.

          (ii) No Injunction, Etc. No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain
substantial damages in respect of, or which is related to or arises out of this
Agreement or the other Loan Documents or the consummation of the transactions
contemplated hereby or thereby, or which, in the Administrative Agent's
discretion, would make it inadvisable to consummate the transactions
contemplated by this Agreement and such other Loan Documents.

          (iii) No Event of Default. No Default or Event of Default shall have
occurred and be continuing.


                                       54



     (d) Financial Matters.

          (i) Financial Statements. The Administrative Agent shall have received
the most recent audited Consolidated financial statements and unaudited
consolidated financial statements for the period ended June 26, 2004 of the
Borrower and its Subsidiaries, all in form and substance satisfactory to the
Administrative Agent.

          (ii) Payment at Closing; Fee Letters. There shall have been paid by
the Borrower to the Administrative Agent and the Lenders the fees set forth or
referenced in Section 4.9 and any other accrued and unpaid fees or commissions
due hereunder (including, without limitation, legal fees and expenses), and to
any other Person such amount as may be due thereto in connection with the
transactions contemplated hereby, including all taxes, fees and other charges in
connection with the execution, delivery, recording, filing and registration of
any of the Loan Documents.

     (e) Miscellaneous.

          (i) Notice of Borrowing; Notice of Account Designation. The
Administrative Agent shall have received a Notice of Borrowing from the Borrower
in accordance with Section 4.1(a), and a Notice of Account Designation
specifying the account or accounts to which the proceeds of any loans made after
the Closing Date are to be disbursed.

          (ii) Proceedings and Documents. All opinions, certificates and other
instruments and all proceedings in connection with the transactions contemplated
by this Agreement shall be satisfactory in form and substance to the Lenders.
The Lenders shall have received copies of all other instruments and other
evidence as the Lender may reasonably request, in form and substance
satisfactory to the Lenders, with respect to the transactions contemplated by
this Agreement and the taking of all actions in connection therewith.

          (iii) Continuation of the Existing Loans. (A) All outstanding
Revolving Credit Loans under the Original Credit Agreement (the "Existing
Revolving Credit Loans") made by any Original Lender who is not a Lender
hereunder shall be repaid in full and the commitments and other obligations and
rights (except as expressly set forth in the Original Credit Agreement) of such
Original Lender shall be terminated, (B) all Existing Revolving Credit Loans not
being repaid under item (A) above, shall be, from and after the Closing Date,
Revolving Credit Loans hereunder and the Administrative Agent shall make such
transfers of funds as are necessary in order that the outstanding balance of
such Revolving Credit Loans, together with any Revolving Credit Loans funded
hereunder on the Closing Date, reflect the Revolving Credit Commitments of the
Lenders hereunder, (C) all outstanding Acquisition Loans (as defined in the
Original Credit Agreement) under the Original Credit Agreement shall be repaid
in full and the commitments and other obligations and rights (except as
expressly set forth in the Original Credit Agreement) of the Original Lenders in
connection with the Acquisition Loans shall be terminated, (D) all of the
Existing Letters of Credit shall be, from and after the Closing Date, Stand
Alone Letters of Credit hereunder, (E) all accrued but unpaid interest due on
the Existing Revolving Credit Loans and the Acquisition Loans to the Closing
Date shall be paid in cash in full on the Closing Date, (F) all accrued but
unpaid fees under the Original Credit Agreement


                                       55



owing to the Administrative Agent and the Lenders under the Original Credit
Agreement to the Closing Date shall be paid in cash in full on the Closing Date,
and (G) all outstanding promissory notes issued by the Borrower to the Original
Lenders under the Original Credit Agreement shall be deemed canceled and the
originally executed copies thereof shall be promptly returned to the
Administrative Agent who shall forward such notes to the Borrower.

     SECTION 5.3 Conditions to All Extensions of Credit. The obligations of the
Lenders to make any Extension of Credit is subject to the satisfaction of the
following conditions precedent on the relevant borrowing or issue date, as
applicable:

     (a) Continuation of Representations and Warranties. The representations and
warranties contained in Article VI or otherwise made by the Borrower or any
Subsidiary in any Loan Document shall be true and correct, in all material
respects, on and as of such borrowing or issuance date with the same effect as
if made on and as of such date.

     (b) No Existing Default. No Default or Event of Default shall have occurred
and be continuing hereunder (i) on the borrowing date with respect to such Loan
or after giving effect to the Loans to be made on such date or (ii) or the issue
date with respect to such Letter of Credit or after giving affect to such
Letters of Credit on such date.

     (c) Officer's Compliance Certificate; Additional Documents. The
Administrative Agent shall have received the current Officer's Compliance
Certificate and each additional document, instrument, legal opinion or other
item of information reasonably requested by it.

                                   ARTICLE VI

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

     SECTION 6.1 Representations and Warranties. To induce the Administrative
Agent and Lenders to enter into this Agreement and to induce the Lenders to make
the Extensions of Credit, the Borrower hereby represents and warrants to the
Administrative Agent and Lenders both before and after giving effect to the
transactions contemplated hereunder that:

     (a) Organization; Power; Qualification. Each of the Borrower, its
Subsidiaries, the Parent and the General Partner is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or formation, has the power and authority to own its properties
and to carry on its business as now being and hereafter proposed to be conducted
and is duly qualified and authorized to do business in each jurisdiction in
which the character of its properties or the nature of its business requires
such qualification and authorization, except where the failure to so qualify
would not have a Material Adverse Effect. The jurisdictions in which the
Borrower and its Subsidiaries are organized and qualified to do business are
described on Schedule 6.1(a).


                                       56



     (b) Ownership.

          (i) Each Subsidiary of the Borrower is listed on Part I of Schedule
6.1(b). The capitalization of the Borrower and its Subsidiaries consists of the
number of shares of stock or other ownership interests, authorized, issued and
outstanding, of such classes and series, with or without par value, described on
Part I of Schedule 6.1(b). All outstanding shares or other ownership interests
have been duly authorized and validly issued and are fully paid and
nonassessable. The shareholders or other equity owners of its Subsidiaries of
the Borrower and the number of shares or other ownership interests owned by each
are described on Part I of Schedule 6.1(b). There are no outstanding warrants,
subscriptions, options, securities, instruments or other rights of any type or
nature whatsoever, which are convertible into, exchangeable for or otherwise
provide for or permit the issuance of capital stock or other ownership interests
of the Borrower or its Subsidiaries, except as described on Part I of Schedule
6.1(b).

          (ii) The sole general partner of the Parent is the General Partner,
which owns 224,625 General Partner Units, representing in the aggregate a 1.0%
general partner interest in the Parent. The sole general partner of the Borrower
is the General Partner, which owns a 1.0101% general partner interest in the
Borrower. The only limited partner of the Borrower is the Parent, which owns a
98.9899% limited partner interest in the Borrower and the Borrower does not have
any partners other than the General Partner and the Parent. Each General Partner
Unit is entitled to share pro rata with the Common Units in all distributions by
the Parent.

     (c) Authorization of Agreement, Loan Documents and Borrowing. Each of the
Borrower and its Subsidiaries has the right, power and authority and has taken
all necessary corporate and other action to authorize the execution, delivery
and performance of this Agreement and each of the other Loan Documents to which
it is a party in accordance with their respective terms. This Agreement and each
of the other Loan Documents have been duly executed and delivered by the duly
authorized officers of the Borrower and each of its Subsidiaries party thereto,
and each such document constitutes the legal, valid and binding obligation of
the Borrower or its Subsidiary party thereto, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar state or federal debtor relief laws from
time to time in effect which affect the enforcement of creditors' rights in
general and the availability of equitable remedies.

     (d) Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc.
The execution, delivery and performance by the Borrower and its Subsidiaries of
the Loan Documents to which each such Person is a party, in accordance with
their respective terms, the borrowings hereunder and the transactions
contemplated hereby do not and will not, by the passage of time, the giving of
notice or otherwise, (i) require any Governmental Approval or violate any
Applicable Law relating to the Borrower or any of its Subsidiaries, (ii)
conflict with, result in a breach of or constitute a default under the articles
of incorporation, bylaws or other organizational documents of the Borrower or
any of its Subsidiaries or any indenture, agreement or other instrument to which
such Person is a party or by which any of its properties may be bound or any
Governmental Approval relating to such Person, or (iii) result in or require the


                                       57



creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by such Person other than Liens arising under the
Loan Documents.

     (e) Compliance with Law; Governmental Approvals. Each of the Borrower and
its Subsidiaries (i) has all Governmental Approvals required by any Applicable
Law for it to conduct its business, each of which is in full force and effect,
is final and not subject to review on appeal and is not the subject of any
pending or, to the best of its knowledge, threatened attack by direct or
collateral proceeding, and (ii) is in compliance with each Governmental Approval
applicable to it and in compliance with all other Applicable Laws relating to it
or any of its respective properties, except, in each case, to the extent such
non-compliance would not have a Material Adverse Effect.

     (f) Tax Returns and Payments. Each of the Borrower, its Subsidiaries, the
General Partner and the Parent has duly filed or caused to be filed all material
federal, state and local tax returns required by Applicable Law to be filed, and
has paid, or made adequate provision for the payment of, all federal, state,
local and other taxes, assessments and governmental charges or levies upon it
and its property, income, profits and assets which are due and payable, other
than those the validity of which the Borrower, any Subsidiary, the General
Partner or the Parent is contesting in good faith by appropriate proceedings and
with respect to which the Borrower, such Subsidiary, the General Partner or the
Parent shall, to the extent required by GAAP, have set aside on its books
adequate reserves. No Governmental Authority has asserted any Lien or other
claim against the Borrower or Subsidiary thereof with respect to unpaid taxes
which has not been discharged or resolved. The charges, accruals and reserves on
the books of the Borrower and any of its Subsidiaries in respect of federal,
state, local and other taxes for all Fiscal Years and portions thereof since the
organization of the Borrower and any of its Subsidiaries are in the judgment of
the Borrower adequate, and the Borrower does not anticipate any additional taxes
or assessments for any of such years.

     (g) Intellectual Property Matters. Each of the Borrower and its
Subsidiaries owns or possesses rights to use all franchises, licenses,
copyrights, copyright applications, patents, patent rights or licenses, patent
applications, trademarks, trademark rights, trade names, trade name rights,
copyrights and rights with respect to the foregoing which are required to
conduct its business. No event has occurred which permits, or after notice or
lapse of time or both would permit, the revocation or termination of any such
rights, and neither the Borrower nor any Subsidiary thereof is liable to any
Person for infringement under Applicable Law with respect to any such rights as
a result of its business operations.

     (h) Environmental and Safety Matters. Each of the Business, the Borrower,
each Subsidiary, the General Partner and the Parent has complied in all respects
with all Environmental and Safety Laws except for violations that either alone
or in the aggregate could not reasonably be expected to result in a Material
Adverse Effect. None of the Business, the Borrower, any Subsidiary, the General
Partner or the Parent has received notice of any failure so to comply which
alone or together with any other such failure could reasonably be expected to
result in a Material Adverse Effect. None of the Business, the Borrower, any
Subsidiary, the General Partner or the Parent manages or handles any hazardous
wastes, hazardous substances, hazardous materials, toxic substances or toxic
pollutants referred to in or regulated by


                                       58



Environmental and Safety Laws in violation of such laws or of any other
applicable law where such violation could reasonably be expected to result,
individually or together with other violations, in a Material Adverse Effect. To
the best knowledge of the Borrower, none of the Business, the Borrower, any
Subsidiary, the General Partner or the Parent has any liabilities or contingent
liabilities relating to environmental or employee health and safety matters
(including on-site or off-site contamination) which, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.

     (i) ERISA.

          (i) The Borrower and each ERISA Affiliate is in material compliance
with all applicable provisions of ERISA and the regulations and published
interpretations thereunder and no ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other ERISA Events could
reasonably be expected to result in a Material Adverse Effect.

          (ii) Each Employee Benefit Plan that is intended to be qualified under
Section 401(a) of the Code has been determined by the Internal Revenue Service
to be so qualified, and each trust related to such plan has been determined to
be exempt under Section 501(a) of the Code.

          (iii) Except where the failure of any of the following representations
to be correct in all material respects could not reasonably be expected to have
a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has: (A)
engaged in a nonexempt prohibited transaction described in Section 406 of ERISA
or Section 4975 of the Code, (B) incurred any liability to the PBGC which
remains outstanding other than the payment of premiums and there are no premium
payments which are due and unpaid, (C) failed to make a required contribution or
payment to a Multiemployer Plan, or (D) failed to make a required installment or
other required payment under Section 412 of the Code.

     (j) Margin Stock. Neither the Borrower nor any Subsidiary thereof is
engaged principally or as one of its activities in the business of extending
credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each
such term is defined or used in the regulations of the Board of Governors of the
Federal Reserve System). No part of the proceeds of any of the Loans will be
used for purchasing or carrying margin stock in violation of, or for any purpose
which violates, the provisions of Regulation T, U or X of such Board of
Governors.

     (k) Government Regulation. Neither the Borrower nor any Subsidiary thereof
is an "investment company" or a company "controlled" by an "investment company"
(as each such term is defined or used in the Investment Company Act of 1940, as
amended) and neither the Borrower nor any Subsidiary thereof is, or after giving
effect to any Extension of Credit will be, subject to regulation under the
Public Utility Holding Company Act of 1935 or the Interstate Commerce Act, each
as amended, or any other Applicable Law which limits its ability to incur or
consummate the transactions contemplated hereby.

     (l) Agreements. (i) None of the Business, the Borrower, any of its
Subsidiaries, the General Partner nor the Parent is a party to any agreement or
instrument or subject to any


                                       59



restriction in its partnership or corporate organizational documents that (i)
will have the effect of prohibiting or restraining, or will impose adverse
conditions upon, any of the transactions contemplated hereby or the payment of
dividends or the making of any loans, investments or transfers by any Subsidiary
to or in the Borrower or (ii) has resulted or could reasonably be expected to
result in a Material Adverse Effect.

     (m) No Defaults. None of the Business, the Borrower, any of its
Subsidiaries, the General Partner or the Parent is in default in any manner, and
there is no event or condition which with notice or lapse of time or both would
constitute such a default or event of default, under any indenture or other
agreement or instrument evidencing Indebtedness, any Contingent Obligation set
forth on Schedule 6.1(m) or any other material agreement or instrument to which
it is a party or by which it or any of its properties or assets are or may be
bound, where such default could reasonably be expected to result in a Material
Adverse Effect.

     (n) Employee Relations. None of the Borrower and its Subsidiaries is,
except as set forth on Schedule 6.1(n), party to any collective bargaining
agreement nor has any labor union been recognized as the representative of its
employees. There are no strikes against the Business, the Borrower or any
Subsidiary pending or, to the best knowledge of the Borrower, threatened, other
than strikes which, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. The hours worked and payments
made to employees of the Business, the Borrower, each Subsidiary, the General
Partner and the Parent have not been in violation of the Fair Labor Standards
Act or any other applicable law dealing with such matters except for violations
that either alone or in the aggregate could not reasonably be expected to result
in a Material Adverse Effect. All material payments due from the Business, the
Borrower, any Subsidiary, the General Partner and the Parent, or for which any
claim may be made against the Business, the Borrower, any Subsidiary, the
General Partner or the Parent, on account of wages and employee health and
welfare insurance and other benefits have been paid or accrued as a liability on
the books of the Business, the Borrower, such Subsidiary, the General Partner or
the Parent, as applicable, in compliance with GAAP.

     (o) Burdensome Provisions. Neither the Borrower nor any Subsidiary thereof
is subject to any Governmental Approval or Applicable Law which is so unusual or
burdensome as in the foreseeable future could be reasonably expected to have a
Material Adverse Effect. The Borrower and its Subsidiaries do not presently
anticipate that future expenditures needed to meet the provisions of any
statutes, orders, rules or regulations of a Governmental Authority will be so
burdensome as to have a Material Adverse Effect.

     (p) Financial Statements. The audited Consolidated balance sheets of the
Borrower and its Subsidiaries as of September 27, 2003 and the related
statements of income and partners' capital and cash flows for the Fiscal Years
then ended, copies of which have been furnished to the Administrative Agent and
each Lender, are complete and correct and fairly present the assets, liabilities
and financial position of the Borrower and its Subsidiaries as at such dates,
and the results of the operations and changes of financial position for the
periods then ended. All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP. The
Borrower and its Subsidiaries have no Indebtedness, obligation or


                                       60



other unusual forward or long-term commitment which is not fairly reflected in
the foregoing financial statements or in the notes thereto.

     (q) No Material Adverse Change. Since September 27, 2003 there has been no
material adverse change in the properties, business, operations, prospects, or
condition (financial or otherwise) of the Borrower and its Subsidiaries, taken
as a whole, and no event has occurred or condition arisen that could reasonably
be expected to have a Material Adverse Effect.

     (r) Solvency. As of the Closing Date and after giving effect to each
Extension of Credit made hereunder, the Borrower and its Subsidiaries, on a
consolidated basis, will be Solvent.

     (s) Titles to Properties. Each of the Borrower and its Subsidiaries has
such title to the real property owned by it as is necessary or desirable to the
conduct of its business and valid and legal title to all of its material
personal property and assets, including, but not limited to, those reflected on
the balance sheets of the Borrower and its Subsidiaries delivered pursuant to
Section 6.1(p), except those which have been disposed of by the Borrower or its
Subsidiaries subsequent to such date which dispositions have been in the
ordinary course of business, of assets or properties no longer used or usable in
the conduct of its business or as otherwise expressly permitted hereunder.

     (t) Liens. None of the properties and assets of the Borrower or any
Subsidiary thereof is subject to any Lien, except Liens permitted pursuant to
Section 10.2. No financing statement under the Uniform Commercial Code of any
state which names the Borrower or any Subsidiary thereof or any of their
respective trade names or divisions as debtor and which has not been terminated,
has been filed in any state or other jurisdiction and neither the Borrower nor
any Subsidiary thereof has signed any such financing statement or any security
agreement authorizing any secured party thereunder to file any such financing
statement, except to perfect those Liens permitted by Section 10.2.

     (u) Indebtedness and Contingent Obligations. Schedule 6.1(u) is a complete
and correct listing of all Indebtedness and Contingent Obligations of the
Borrower and its Subsidiaries in excess of $5,000,000.

     (v) Litigation. Except for the SCANA Litigation, there are no actions,
suits or proceedings pending nor, to the knowledge of the Borrower, threatened
against or in any other way relating adversely to or affecting the Borrower or
any Subsidiary thereof or any of their respective properties in any court or
before any arbitrator of any kind or before or by any Governmental Authority,
except for actions, suits or proceedings that, if adversely determined, could,
individually or in the aggregate, not reasonably be expected to result in a
Material Adverse Effect. The information regarding the SCANA Litigation
contained in the materials filed by the Parent with the Securities Exchange
Commission is true and correct in all material respects.

     (w) Absence of Defaults. No event has occurred or is continuing which
constitutes a Default or an Event of Default, or which constitutes, or which
with the passage of time or giving


                                       61



of notice or both would constitute, a default or event of default by the
Borrower or any Subsidiary thereof under any judgment, decree or order by which
the Borrower or its Subsidiaries or any of their respective properties may be
bound or which would require the Borrower or its Subsidiaries to make any
payment thereunder prior to the scheduled maturity date therefor.

     (x) OFAC. None of the Borrower or any Subsidiary or Affiliate thereof: (i)
is a person named on the list of Specially Designated Nationals or Blocked
Persons maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise
published from time to time; or (ii) is (A) an agency of the government of a
country, (B) an organization controlled by a country, or (C) a person resident
in a country that is subject to a sanctions program identified on the list
maintained by OFAC and available at
http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html, or as
otherwise published from time to time, as such program may be applicable to such
agency, organization or person; or (iii) derives a substantial portion of its
assets or operating income from investments in or transactions with any such
country, agency, organization or person; and (iv) none of the proceeds from the
loan will be used to finance any operations, investments or activities in, or
make any payments to, any such country, agency, organization, or person.

     (y) Accuracy and Completeness of Information. All written information,
reports and other papers and data produced by or on behalf of the Borrower or
any Subsidiary thereof and furnished to the Lenders were, at the time the same
were so furnished, complete and correct in all material respects; provided, that
any projections or pro forma financial information contained in any of the
foregoing are represented and warranted only to have been based upon good faith
estimates and assumptions believed by the management of the Borrower and its
Subsidiaries to be reasonable at the time prepared. No document furnished or
written statement made to the Administrative Agent or the Lenders by the
Borrower or any Subsidiary thereof in connection with the negotiation,
preparation or execution of this Agreement or any of the Loan Documents contains
or will contain any untrue statement of a fact material to the creditworthiness
of the Borrower or its Subsidiaries or omits or will omit to state a fact
necessary in order to make the statements contained therein not misleading. The
Borrower is not aware of any facts which it has not disclosed in writing to the
Administrative Agent having a Material Adverse Effect, or insofar as the
Borrower can now foresee, could reasonably be expected to have a Material
Adverse Effect.

     SECTION 6.2 Survival of Representations and Warranties, Etc. All
representations and warranties set forth in this Article VI and all
representations and warranties contained in any certificate, or any of the Loan
Documents (including but not limited to any such representation or warranty made
in or in connection with any amendment thereto) shall constitute representations
and warranties made under this Agreement. All representations and warranties
made under this Agreement shall be made or deemed to be made at and as of the
Closing Date, shall survive the Closing Date and shall not be waived by the
execution and delivery of this Agreement, any investigation made by or on behalf
of the Lenders or any borrowing hereunder.


                                       62



                                   ARTICLE VII

                        FINANCIAL INFORMATION AND NOTICES

     Until all the Obligations have been finally and indefeasibly paid and
satisfied in full and the Commitments terminated, unless consent has been
obtained in the manner set forth in Section 13.12, the Borrower will furnish or
cause to be furnished to the Administrative Agent and to the Lenders at their
respective addresses as set forth on Schedule 1.1(a), or such other office as
may be designated by the Administrative Agent and Lenders from time to time:

     SECTION 7.1 Financial Statements.

     (a) Quarterly Financial Statements. As soon as practicable and in any event
within fifty (50) days after the end of each of the first three fiscal quarters
(or, if such date is earlier, five (5) days after the date of any required
public filing by the Parent of Form 10-Q for such fiscal quarter with the
Securities and Exchange Commission), an unaudited Consolidated balance sheet of
the Borrower and its Subsidiaries as of the close of such fiscal quarter and
unaudited Consolidated statements of income, partners' capital and cash flows
for the fiscal quarter then ended and that portion of the Fiscal Year then
ended, all in reasonable detail setting forth in comparative form the
corresponding figures for the preceding Fiscal Year and prepared by the Borrower
in accordance with GAAP and, if applicable, containing disclosure of the effect
on the financial position or results of operations of any change in the
application of accounting principles and practices during the period, and
certified by the chief financial officer of the Borrower to present fairly in
all material respects the financial condition of the Borrower and its
Subsidiaries as of their respective dates and the results of operations of the
Borrower and its Subsidiaries for the respective periods then ended, subject to
normal year end adjustments.

     (b) Annual Financial Statements of Borrower. As soon as practicable and in
any event within ninety-five (95) days after the end of each Fiscal Year (or, if
such date is earlier, five (5) days after the date of any required public filing
by the Parent of Form 10-K for such Fiscal Year with the Securities and Exchange
Commission), an unaudited Consolidated balance sheet of the Borrower and its
Subsidiaries as of the close of such Fiscal Year and unaudited Consolidated
statements of income, partners' capital and cash flows for the Fiscal Year then
ended, including the notes thereto, all in reasonable detail setting forth in
comparative form the corresponding figures for the preceding Fiscal Year and
prepared by the Borrower in accordance with GAAP and, if applicable, containing
disclosure of the effect on the financial position or results of operations of
any change in the application of accounting principles and practices during the
period, and certified by the chief financial officer of the Borrower to present
fairly in all material respects the financial condition of the Borrower and its
Subsidiaries as of their respective dates and the results of operations of the
Borrower and its Subsidiaries for the respective periods then ended.

     (c) Annual Financial Statements of Parent. As soon as practicable and in
any event within ninety-five (95) days after the end of each Fiscal Year (or, if
such date is earlier, five (5) days after the date of any required public filing
by the Parent of Form 10-K for such Fiscal Year with the Securities and Exchange
Commission), an audited Consolidated balance sheet of the


                                       63



Parent and its Subsidiaries as of the close of such Fiscal Year and audited
Consolidated statements of income, partners' capital and cash flows for the
Fiscal Year then ended, including the notes thereto, all in reasonable detail
setting forth in comparative form the corresponding figures for the preceding
Fiscal Year and audited by PricewaterhouseCoopers LLP or other independent
certified public accountants reasonably acceptable to the Administrative Agent
and, if applicable, containing disclosure of the effect on the financial
position or results of operation of any change in the application of accounting
principles and practices during the year, and accompanied by a report thereon by
such certified public accountants that is not qualified with respect to scope
limitations imposed by the Parent or any of its Subsidiaries or with respect to
accounting principles followed by the Parent or any of its Subsidiaries not in
accordance with GAAP.

     (d) Annual Projections. Within thirty (30) days following the request of
the Administrative Agent, financial projections of the Borrower and its
Subsidiaries for the ensuing four (4) fiscal quarters, such projections to
include, on a quarterly basis, projected income statements, statements of cash
flows and balance sheets, accompanied by a certificate from the chief financial
officer of the Borrower to the effect that, to the best of such officer's
knowledge, such projections are good faith estimates (utilizing reasonable
assumptions) of the financial condition and operations of the Borrower and its
Subsidiaries for such period.

     SECTION 7.2 Officer's Compliance Certificate. At each time financial
statements are delivered pursuant to Sections 7.1(a) ,(b) or (c), a certificate
of the chief financial officer or the treasurer of the Borrower in the form of
Exhibit F attached hereto (an "Officer's Compliance Certificate").

     SECTION 7.3 Other Reports.

     (a) Promptly upon receipt thereof, copies of all reports, if any, submitted
to the Parent, the Borrower or their respective Board of Supervisors by their
independent public accountants in connection with their auditing function,
including, without limitation, any management report and any management
responses thereto;

     (b) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
General Partner, the Parent, the Borrower or any Subsidiary with the Securities
and Exchange Commission or any Governmental Authority succeeding to any of or
all the functions of said Commission, or with any national securities exchange,
or distributed to the holders of Common Unit, as the case may be;

     (c) At each time financial statements are delivered pursuant to Section
7.1(b), a certificate of such accountants addressed to the Lenders stating that,
in connection with their audit, nothing came to their attention that caused them
to believe that the Borrower failed to comply with the terms, covenants,
provisions or conditions of Articles VIII, IX, X or XI, insofar as they relate
to financial and accounting matters or, if such is not the case, specifying such
non-compliance and its nature and period of existence;


                                       64



     (d) written notice of any action or decision by the Board of Supervisors of
the Parent to change the amount of the Minimum Quarterly Distribution or not to
pay all or any portion of the Minimum Quarterly Distribution, which notice shall
be delivered within three (3) Business Days after such action or decision;

     (e) such information and documents relating to the SCANA Litigation as may
be reasonably requested by the Administrative Agent, to the extent such
information or documents are not protected by either the attorney-client or
attorney work product privileges; provided that the Borrower shall deliver to
the Administrative Agent copies of all filings made by any Person with the court
in connection with the SCANA Litigation within five (5) Business Days of such
filing; and

     (f) such other information regarding the operations, business affairs and
financial condition of the Borrower or any of its Subsidiaries (including,
without limitation, any financial or actuarial reports or filings made with
respect to any Employee Benefit Plan) as the Administrative Agent or any Lender
may reasonably request.

     SECTION 7.4 Notice of Litigation and Other Matters. Prompt (but in no event
later than ten (10) days after an officer of the Borrower obtains knowledge
thereof) telephonic and written notice of:

     (a) the commencement of all proceedings and investigations by or before any
Governmental Authority and all actions and proceedings in any court or before
any arbitrator against or involving the Borrower or any Subsidiary thereof or
any of their respective properties, assets or businesses, which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect;

     (b) any notice of any violation received by the Borrower or any Subsidiary
thereof from any Governmental Authority including, without limitation, any
notice of violation of Environmental and Safety Laws which in any such case
could reasonably be expected to have a Material Adverse Effect;

     (c) any labor controversy that has resulted in a strike or other work
action against the Borrower or any Subsidiary thereof that could reasonably be
expected to have a Material Adverse Effect;

     (d) any attachment, judgment, lien, levy or order exceeding $10,000,000
that may be assessed against the Borrower or any Subsidiary thereof;

     (e) any Default or Event of Default together with a written statement of a
Responsible Officer setting forth details of such Event of Default and the
action which the Borrower has taken, is taking or proposes to take with respect
thereto;

     (f) any event which makes any of the representations set forth in Section
6.1 inaccurate in any respect; and


                                       65



     (g) any other development that has resulted in, or could reasonably be
expected to result in a Material Adverse Effect.

     SECTION 7.5 Accuracy of Information. All written information, reports,
statements and other papers and data furnished by or on behalf of the Borrower
to the Administrative Agent or any Lender (other than financial forecasts)
whether pursuant to this Article VII or any other provision of this Agreement,
or any other of the Loan Documents, shall be, at the time the same is so
furnished, complete and correct in all material respects to the extent necessary
to give the Administrative Agent or any Lender, (a) with respect to financial
statements and reports, complete, true and accurate knowledge of the subject
matter based on the Borrower's knowledge of the financial condition of the
Borrower and/or its Subsidiaries for the date or period to which such financial
statements or reports relate and, (b) with respect to all other written
information, reports, statements and other papers and data, complete, true and
accurate knowledge of the subject matter based on the Borrower's knowledge
thereof.

                                  ARTICLE VIII

                              AFFIRMATIVE COVENANTS

     Until the Obligations have been finally and indefeasibly paid and satisfied
in full and the Commitments terminated, unless consent has been obtained in the
manner provided for in Section 13.12, the Borrower will, and will cause each of
its Subsidiaries to:

     SECTION 8.1 Existence; Businesses and Properties.

          (i) Do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence and qualify and remain
qualified as a foreign entity in each jurisdiction in which the failure to do so
would have a Material Adverse Effect, except as otherwise permitted by Section
10.5.

          (ii) Do or cause to be done all things necessary to preserve, renew
and keep in full force and effect the rights, licenses, permits, franchises,
authorizations, patents, copyrights, trademarks and trade names material to the
conduct of its business; maintain and operate such business in substantially the
manner in which it is presently conducted and operated; and at all times
maintain and preserve all property material to the conduct of such business and
keep such property in good repair, working order and condition and from time to
time make, or cause to be made, all needed and proper repairs, renewals,
additions, improvements and replacements thereto necessary in order that the
business carried on in connection therewith may be properly conducted at all
times.

     SECTION 8.2 Insurance. Keep its insurable properties adequately insured at
all times by financially sound and reputable insurers; maintain such other
insurance, to such extent and against such risks, including fire and other risks
insured against by extended coverage, as is customary with similarly situated
companies in the same or similar businesses, including public liability
insurance against claims for personal injury or death or property damage
occurring upon


                                       66



in, about or in connection with the use of any properties owned occupied or
controlled by it and maintain such other insurance as may be required by
Applicable Law; provided, however, that nothing in this Section 8.2 shall
preclude the Borrower or any Subsidiary from being self-insured to the extent
customary with similarly situated companies in the same or similar businesses.

     SECTION 8.3 Taxes. Pay and discharge promptly when due all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or in respect of its property, before the same shall become
delinquent or in default, as well as all lawful claims for labor, materials and
supplies or otherwise which, if unpaid, would give rise to a Lien upon such
properties or any part thereof; provided, however, that such payment and
discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings and adequate reserves in
respect thereof shall be maintained in accordance with GAAP.

     SECTION 8.4 Employee Benefits. Comply in all material respects with the
applicable provisions of ERISA and the Code and furnish to the Administrative
Agent as soon as possible after, and in any event within 10 days after any
Responsible Officer of the Borrower or any ERISA Affiliate knows or has reason
to know that, any ERISA Event has occurred that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Borrower in an aggregate amount exceeding $5,000,000, a
statement of a Financial Officer setting forth details as to such ERISA Event
and the action, if any, that the Borrower proposes to take with respect thereto.

     SECTION 8.5 Access to Premises and Records; Confidentiality. Maintain
financial records in accordance with GAAP, and upon reasonable notice permit
representatives of the Lenders to have access to such financial records and the
premises of the Borrower or any Subsidiary at reasonable times and to make such
excerpts from such records as such representatives deem necessary in connection
with their evaluation of the Borrower's ability to repay the Loans or any
Subsidiary's ability to perform its obligations under the Guaranty Agreement.
Each Lender agrees to keep all information obtained by it pursuant to this
Section 8.5 and all other non-public information delivered to it by the Borrower
or any Subsidiary pursuant to this Agreement confidential except to the extent
that (i) disclosure is made, subject to this confidentiality agreement, to
Affiliates, officers, directors, employees, agents and representatives of such
Lender or to the Administrative Agent or any other Lender, (ii) disclosure of
such information is made pursuant to applicable law, regulations, subpoena,
judicial process or the like or at the request of any regulatory authority to
which it is subject or to its counsel or auditors or in any legal proceeding
arising out of this Agreement, (iii) such information is or becomes publicly
available other than by such Lender's breach of this Section 8.5, (iv)
disclosure is made to an actual or prospective assignee or participant pursuant
to Section 13.10 or (v) such information becomes available to such Lender from a
third party which, by making such information available, has not, to such
Lender's knowledge, breached any obligation of confidentiality it may owe.

     SECTION 8.6 Compliance with Laws. Comply with all applicable laws, rules
and regulations, and all orders of any Governmental Authority, applicable to it
or any of its property, business, operations or transactions (including ERISA
and all Environmental and


                                       67



Safety Laws), except where the failure so to comply could not reasonably be
expected to result in a Material Adverse Effect, and provide prompt written
notice to the Lenders following the receipt of any notice of any violation of
any such laws, rules, regulations or orders from any Governmental Authority
charged with enforcing the same where such violation could reasonably be
expected to result in a Material Adverse Effect.

     SECTION 8.7 Additional Guarantors. Notify the Administrative Agent if at
any time the Borrower or any Subsidiary determines to acquire or form any Person
which would upon such acquisition or formation constitute a domestic Subsidiary
and to cause any such newly acquired or formed domestic Subsidiary to become a
guarantor under the Guaranty Agreement by the execution of documentation
reasonably satisfactory to the Administrative Agent immediately upon such
acquisition or formation.

     SECTION 8.8 Use of Proceeds. Use the proceeds of (a) the Revolving Credit
Loans, Swingline Loans and Letters of Credit (i) for working capital and general
partnership purposes of the Borrower and its Subsidiaries and (ii) for payment
of fees and expenses incurred in connection with this Agreement and (b) the Term
Loan to redeem and refinance, in part, the Senior Notes and the Refinancing
Notes, including any make-whole or premium payments required in connection
therewith, and to pay fees and expenses related thereto.

     SECTION 8.9 Partnership Documents. Perform and comply with, and cause each
of the General Partner and the Parent to perform and comply in all material
respects with all its obligations under each of the Partnership Documents to
which it is a party and enforce and cause each of the General Partner and the
Parent to enforce, in all material respects, each such Partnership Document
against each other party thereto.

     SECTION 8.10 Compliance with Environmental and Safety Laws. Comply, and use
reasonable efforts to cause all lessees and other Persons occupying its
properties to comply, in all material respects with all Environmental and Safety
Laws and environmental permits applicable to its operations and properties;
obtain and renew all material environmental permits necessary for its operations
and properties; and conduct any necessary remedial action in accordance with
Environmental and Safety Laws; provided, however, that neither the Borrower nor
any of its Subsidiaries shall be required to undertake any remedial action to
the extent that its obligation to do so is being contested in good faith and by
proper proceedings and appropriate reserves are being maintained under GAAP with
respect to such circumstances.

     SECTION 8.11 Preparation of Environmental Reports. If a Default caused by
reason of a breach of Sections 6.1(h) or 8.10 shall have occurred and be
continuing, at the request of the Required Lenders through the Administrative
Agent, provide to Lenders within forty-five (45) days after such request, at the
expense of the Borrower, an environmental site assessment report for the
properties which are the subject of such Default prepared by an environmental
consulting firm acceptable to the Administrative Agent and consented to by the
Borrower (which consent shall not be unreasonably withheld or delayed),
indicating the presence or absence of hazardous materials and the estimated cost
of any compliance or remedial action in connection with such properties.


                                       68



     SECTION 8.12 Corporate Identity. Do or cause to be done (or refrain from
doing or causing to be done, as the case may be) all things necessary to ensure
that the separate legal identity of the Borrower will at all times be respected
and that neither the Borrower nor any of its Subsidiaries will be liable for any
obligations, contractual or otherwise, of the General Partner, the Parent or any
other entity in which the General Partner or the Parent owns any equity
interest, except as permitted under Section 10.6(b) or Section 10.7. Without
limiting the foregoing, the Borrower will (a) observe, and cause the General
Partner and the Parent to observe, all requirements, procedures and formalities
necessary or advisable in order that the Borrower will for all purposes be
considered a validly existing partnership separate and distinct from the General
Partner, the Parent and their other subsidiaries, (b) not permit any commingling
of the assets of the General Partner, the Parent or any of their other
subsidiaries with assets of the Borrower or any Subsidiary which would prevent
the assets of the General Partner, the Parent or any of their subsidiaries from
being readily distinguished from the assets of the Borrower and its Subsidiaries
and (c) take reasonable and customary actions to ensure that creditors of the
General Partner, the Parent and their other subsidiaries are aware that each
such Person is an entity separate and distinct from the Borrower and its
Subsidiaries.

     SECTION 8.13 Federal Reserve Regulations. In the event the Borrower or any
Subsidiary shall use any proceeds of Loans to acquire or carry any Margin Stock,
the Borrower will not at any time thereafter permit more than 25% of the value
of the assets of the Borrower and its Subsidiaries subject to the provisions of
Section 10.2 or 10.5 to be Margin Stock.

     SECTION 8.14 Available Cash Reserves. Maintain an amount of cash reserves
that is necessary or appropriate in the reasonable discretion of the Board of
Supervisors of the Borrower to (i) provide for the proper conduct of the
business of the Borrower and its Subsidiaries (including reserves for future
capital expenditures) subsequent to such quarter, (ii) comply with applicable
law or any loan agreement (including, but not limited to, this Agreement),
security agreement, mortgage, debt instrument or other agreement or obligation
to which the Borrower or any, Subsidiary is a party or by which it is bound or
its assets are subject and (iii) provide funds for distributions to partners of
the Parent and the General Partner in respect of any one or more of the next
four quarters; provided that disbursements made or cash reserves established,
increased or reduced after the end of any quarter but on or before the date of
determination of Available Cash with respect to such quarter shall be deemed to
have been made, established, increased or reduced for purposes of determining
Available Cash, within such quarter if the Board of Supervisors of the Company
so determines. In addition, without limitation or duplication of the foregoing,
Available Cash for any fiscal quarter shall reflect an amount of cash reserves
equal to the reserves required pursuant to the last paragraph of the definition
of "Available Cash".

     SECTION 8.15 Further Assurances. Make, execute and deliver all such
additional and further acts, things, deeds and instruments as the Administrative
Agent or any Lender may reasonably require to document and consummate the
transactions contemplated hereby and to vest completely in and insure the
Administrative Agent and the Lenders their respective rights under this
Agreement and the other Loan Documents.


                                       69



     SECTION 8.16 Commodity Hedging Policy. The Borrower shall not amend the
Borrower's commodity hedging policy in place as of the Closing Date as set forth
on Schedule 8.16 in any manner that increases the risk exposure of the Borrower
(including, without limitation, any increase of the limits thereunder) without
the prior written consent of the Required Lenders, which consent shall not be
unreasonably withheld.

                                   ARTICLE IX

                               FINANCIAL COVENANTS

     Until all of the Obligations have been finally and indefeasibly paid and
satisfied in full and the Commitments terminated, unless consent has been
obtained in the manner set forth in Section 13.11, the Borrower and its
Subsidiaries on a Consolidated basis will not:

     SECTION 9.1 Interest Coverage Ratio. Permit the ratio of EBITDA to Interest
Expense as of the end of any fiscal quarter for the four-quarter-period ending
as of such date to be less than 2.50 to 1.00.

     SECTION 9.2 Leverage Ratio. Permit the Leverage Ratio as of the end of any
fiscal quarter to be greater than 4.00 to 1.00.

                                    ARTICLE X

                               NEGATIVE COVENANTS

     Until all of the Obligations have been finally and indefeasibly paid and
satisfied in full and the Commitments terminated, unless consent has been
obtained in the manner set forth in Section 14.11, the Borrower will not, and
will not cause or permit any of its Subsidiaries to:

     SECTION 10.1 Indebtedness. Incur, create, assume or permit to exist any
Indebtedness, except:

     (a) Indebtedness for borrowed money existing on the date hereof in an
aggregate principal amount not in excess of $100,000;

     (b) Indebtedness created hereunder and under the other Loan Documents;

     (c) in the case of the Guarantors, the Guarantees under the Guaranty
Agreement;

     (d) [Intentionally Omitted]

     (e) [Intentionally Omitted]

     (f) [Intentionally Omitted]


                                       70



     (g) Indebtedness of the Borrower or any Wholly-Owned Subsidiary to any
Subsidiary or the Borrower, as the case may be;

     (h) Indebtedness of the Borrower and its Subsidiaries owed to any Person
providing worker's compensation, health, disability or other employee benefits
or property, casualty or liability insurance to the Borrower or any Subsidiary,
pursuant to reimbursement or indemnification obligations to such Person;

     (i) Indebtedness of the Borrower or its Subsidiaries in respect of
performance bonds, bid bonds, appeal bonds, surety bonds and similar
obligations, in each case provided in the ordinary course of business, including
those incurred to secure health, safety and environmental obligations in the
ordinary course of business, and any extension, renewal or refinancing thereof
to the extent not provided to secure the repayment of other Indebtedness and to
the extent that the amount of refinancing Indebtedness is not greater than the
amount of Indebtedness being refinanced;

     (j) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business; provided that such Indebtedness is
extinguished within two (2) Business Days of its incurrence;

     (k) Indebtedness of a Subsidiary acquired after the date hereof and
Indebtedness of a corporation merged or consolidated with or into the Borrower
or any Subsidiary after the date hereof, which Indebtedness in each case exists
at the time of such acquisition, merger, consolidation or conversion into a
Subsidiary and is not created in contemplation of such event and where such
acquisition, merger or consolidation is otherwise permitted by this Agreement;
provided that the aggregate principal amount of Indebtedness under this
paragraph (k) shall not at any time exceed $5,000,000;

     (l) Indebtedness incurred, issued or assumed by the Borrower (i) to finance
the acquisitions, improvements or repairs (to the extent such improvements and
repairs may be capitalized on the books of the Borrower in accordance with GAAP)
of, or additions to, the property and assets of the Borrower, or (ii) to
replace, extend, renew, refund or refinance any such Indebtedness; provided
that:

          (i) the aggregate principal amount of Indebtedness incurred in
connection with any such replacement, extension, renewal, refunding or
refinancing shall not exceed the outstanding principal amount of Indebtedness so
replaced, extended, renewed, refunded or refinanced;

          (ii) the aggregate principal amount of Indebtedness incurred under
this clause (l) and outstanding at any time shall not exceed (A) $25,000,000
plus (B) an amount equal to the aggregate net proceeds received by the Borrower
as consideration for the issuance by the Borrower of additional partnership
interests or as a capital contribution in each case for the


                                       71



purpose of financing such acquisitions, improvements, repairs or additions less
(C) any amount of reductions in the Revolving Credit Commitments pursuant to
Section 4.5;

          (iii) such Indebtedness is secured by a Lien on the property or assets
so acquired, improved or repaired and does not include a negative pledge on any
other assets of the Borrower or its Subsidiaries;

     (m) obligations described under clause (j) of the definition of
"Indebtedness" in an aggregate stated amount at any time outstanding, not in
excess of $5,000,000;

     (n) obligations under Commodity Hedging Agreements respecting actual
volumes of propane inventory of the Borrower incurred in accordance with the
Borrower's commodity hedging policy, previously approved by the Lenders;

     (o) Indebtedness incurred in connection with Hedging Agreements entered
into with respect to the Parent, the Borrower or any Subsidiary with a
counterparty and upon terms and conditions (including interest rate) reasonably
satisfactory to the Administrative Agent; provided that any counterparty that is
a Lender shall be deemed satisfactory to the Administrative Agent;

     (p) Indebtedness incurred in connection with Swap Agreements entered into
with respect to the Parent, the Borrower or any Subsidiary (other than Hedging
Agreements permitted pursuant to Section 10.1(o)) in an aggregate amount not to
exceed $15,000,000 (valued at the termination value thereof computed in
accordance with a method approved by the International Swap Dealers Association
and agreed to by such Person in the applicable Swap Agreement, if any) on any
date of determination; and

     (q) other unsecured Indebtedness of the Borrower in an aggregate principal
amount at any time outstanding not in excess of $5,000,000.

     SECTION 10.2 Liens. Create, incur, assume or permit to exist any Lien on
any property or assets (including stock or other securities of any Person,
including any Subsidiary) now owned or hereafter acquired by it or any income or
revenues or rights in respect or any thereof, or sell or transfer any account
receivable or any right in respect thereof, except:

     (a) Liens on property or assets of the Borrower existing on the date hereof
and set forth in Schedule 10.2; provided that such Liens shall secure only those
obligations that they secure on the date hereof and shall not apply to any other
property or assets of the Borrower or any Subsidiary;

     (b) any Lien arising as a result of a transaction permitted under Section
10.5(e);

     (c) any Lien existing on any property or asset of the Borrower or any
Subsidiary prior to the acquisition thereof by the Borrower or any Subsidiary
securing Indebtedness permitted by Section 10.1(k); provided that (i) such Lien
is not created in contemplation of or in connection with such acquisition and
(ii) such Lien does not apply to any other property or asset of the Borrower or
any Subsidiary;


                                       72



     (d) Liens (other than any Lien imposed by ERISA) incurred and pledges and
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance, old-age pensions, retiree health benefits
and other social security benefits and deposits securing liability to insurance
carriers under insurance or self-insurance arrangements in respect of such
obligations;

     (e) Liens securing the performance of bids, tenders, leases, contracts
(other than for the repayment of borrowed money), statutory obligations surety,
customs and appeal bonds and other obligations of a like nature, incurred as an
incident to and in the ordinary course of business;

     (f) Liens imposed by law, such as carriers', warehousemen's, mechanics',
materialmen's and vendors' liens, incurred in good faith in the ordinary course
of business and securing obligations which are not yet due or which are being
contested in good faith by appropriate proceedings as to which the Borrower or a
Subsidiary, as the case may be, shall have, to the extent required by GAAP, set
aside on its books adequate reserves;

     (g) Liens securing the payment of taxes, assessments and governmental
charges or levies, either (i) not delinquent or (ii) being contested in good
faith by appropriate legal or administrative proceedings and as to which the
Borrower or a Subsidiary, as the case may be, shall have, to the extent required
by GAAP, set aside on its books adequate reserves;

     (h) zoning restrictions, easements, licenses, reservations, provisions,
covenants, conditions, waivers, restrictions on the use of property or
irregularities of title (and with respect to leasehold interests, mortgages,
obligations, liens and other encumbrances incurred, created, assumed or
permitted to exist and arising by, through or under a landlord or owner of the
leased property, with or without consent of the lessee) which do not in the
aggregate materially detract from the value of its property or assets or
materially impair the use thereof in the operation of its business;

     (i) Liens on the property or assets of any Subsidiary in favor of the
Borrower or any other Wholly-Owned Subsidiary;

     (j) extensions, renewals and replacements of Liens referred to in
paragraphs (a) through (i) of this Section 10.2; provided that any such
extension, renewal or replacement Lien shall be limited to the property or
assets (or improvements thereon) covered by the Lien extended, renewed or
replaced and that the obligations secured by any such extension, renewal or
replacement Lien shall be in an amount not greater than the amount of the
obligations secured by the Lien extended, renewed or replaced;

     (k) attachment or judgment Liens not giving rise to an Event of Default and
which are being contested in good faith by appropriate proceedings;

     (l) leases or subleases of equipment to customers that do not materially
interfere with the conduct of the business of the Borrower and its Subsidiaries
taken as a whole;


                                       73



     (m) Liens consisting of interests of lessors under Capital Leases permitted
hereunder;

     (n) any Lien created to secure all or any part of the purchase price, or to
secure Indebtedness incurred or assumed to pay all or any part of the purchase
price or cost of construction, of property acquired or constructed by the
Borrower or a Subsidiary after the date hereof; provided, that (i) any such Lien
shall be confined solely to the item or items of such property (or improvement
therein) so acquired or constructed and, if required by the terms of the
instrument creating such Lien, other property (or improvement thereon) which is
an improvement to such acquired or constructed property, (ii) any such Lien
shall be created contemporaneously with, or within ten (10) Business Days after,
the acquisition or construction of such property, and (iii) such Lien does not
exceed an amount equal to 85% (100% in the case of Capital Leases) of the fair
market value of such assets (as determined in good faith by the Board of
Supervisors of the Borrower) at the time of acquisition thereof;

     (o) Liens securing Indebtedness permitted by Section 10.1(l);

     (p) Liens securing Indebtedness (including interests of lessors under
Capital Leases) permitted by Section 10.1, so long as immediately after giving
effect thereto, the aggregate amount of the Indebtedness secured by such Liens
shall not exceed 2.5% of Total Assets; and

     (q) Liens on accounts receivable granted by any ESCO in connection with a
Consolidated Billing Program.

Notwithstanding the foregoing, the Borrower will not, and will not permit any
Subsidiary to, create, assume or incur any Lien upon or with respect to any of
its proprietary software developed by or on behalf of the Borrower or its
Affiliates and necessary and useful for the conduct of the Business.

     SECTION 10.3 Sale and Lease-Back Transactions. Enter into any arrangement,
directly or indirectly, with any Person whereby it shall sell or transfer any
property, real or personal used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for substantially the same purpose or purposes as the
property being sold or transferred, in an aggregate amount not to exceed
$25,000,000.

     SECTION 10.4 Investments, Loans and Advances. Directly or indirectly
purchase or own any stock, obligations or securities of, or any other interest
in, or make any capital contribution to, any Person, or make or permit to remain
outstanding any loan or advance to, or guarantee, endorse or otherwise be or
become contingently liable, directly or indirectly, in connection with the
obligations of any Person, or make any other Investment, except:

     (a) Investments (i) arising out of loans and advances to employees incurred
in the ordinary course of business, (ii) arising out of extensions of trade
credit or advances to third parties in the ordinary course of business and (iii)
acquired by reason of the exercise of


                                       74



customary creditors' rights upon default or pursuant to the bankruptcy,
insolvency or reorganization of a debtor;

     (b) Guarantees that constitute Indebtedness to the extent permitted by
Sections 9.2 and 10.1 and other Guarantees that are not Guarantees of
Indebtedness and are undertaken in the ordinary course of business;

     (c) Investments in (collectively, "Cash Equivalents")

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

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

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

          (iv) certificates of deposit maturing one year or less from the date
of acquisition thereof issued by commercial banks incorporated under the laws of
the United States of America or any state thereof or the District of Columbia or
Canada or issued by the United States branch of any commercial bank organized
under the laws of any country in Western Europe or Japan, with capital and
stockholders' equity of at least $500,000,000 (or the equivalent in the currency
of such country), (A) the commercial paper or other short term unsecured debt
obligations of which are as at such date rated either A-2 or better (or
comparably if the rating system is changed) by Standard & Poor's Rating Group or
Prime-2 or better (or comparably if the rating system is changed) by Moody's
Investors Service, Inc. or (B) the long-term debt obligations of which are as at
such date rated either A or better (or comparably if the rating system is
changed) by Standard & Poor's Rating Group or A-2 or better (or comparably if
the rating system is changed) by Moody's Investors Service, Inc. ("Permitted
Banks");

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

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

          (vii) money market funds having assets of not less than $500,000,000;


                                       75



          (viii) obligations of the type described in clauses (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 fourteen (14) days after the purchase
thereof and which provides that the obligations which are the subject thereof
are held for the benefit of the Borrower or a Subsidiary by a custodian which is
a Permitted Bank and which is not a counterparty to the repurchase agreement in
question;

     (d) liabilities with respect to any Swap Agreements or Commodities Hedging
Agreements; and

     (e) investments made by a Subsidiary in the Borrower.

     SECTION 10.5 Mergers, Consolidations, Sales of Assets and Acquisitions.
Merge into or consolidate with any other Person, or permit any other Person to
merge into or consolidate with it, or sell, transfer, lease or otherwise dispose
of (in one transaction or in a series of transactions) all or any substantial
part of its assets (whether now owned or hereafter acquired), or purchase, lease
or otherwise acquire (in one transaction or a series of transactions) all or any
substantial part of the assets of, or any division or line of business of, any
other Person, except that this Section 10.5 shall not prohibit;

     (a) the purchase and sale of inventory in the ordinary course of business
by the Borrower or any Subsidiary or the acquisition of facilities and equipment
in the ordinary course of business;

     (b) if at the time thereof and immediately after giving effect thereto no
Event of Default or Default shall have occurred and be continuing

          (i) the merger of any Subsidiary into the Borrower in a transaction in
which the Borrower is the surviving Person, or the merger or consolidation of
any Subsidiary with and into any other Wholly-Owned domestic Subsidiary, in each
case in a transaction in which no Person other than the Borrower or a Subsidiary
receives any consideration; and

          (ii) the merger of any other Person with and into the Borrower or a
Subsidiary if the Borrower or such Subsidiary is the surviving entity and after
giving effect to such transaction (A) the Consolidated Net Worth of the Borrower
and its Subsidiaries shall be not less than the Consolidated Net Worth of the
Borrower and its Subsidiaries immediately prior to such transaction, (B)
substantially all the assets and business of the Borrower and its Subsidiaries
shall be located in the United States and (C) the Borrower and its Subsidiaries
shall be in compliance, on a pro forma basis after giving effect to such
transaction, with the covenants contained in Article IX recomputed as of the
last day of the most recently ended fiscal quarter of the Borrower and its
Subsidiaries as if such transaction had occurred on the first day of each
relevant period for testing such compliance, and the Borrower shall have
delivered to the Administrative Agent an Officer's Compliance Certificate to
such effect, together with all relevant financial information and calculations
demonstrating such compliance;


                                       76



     (c) Permitted Business Acquisitions and other investments permitted by
Section 10.4;

     (d) sales, leases or other dispositions of equipment or real property of
the Borrower or its Subsidiaries determined by the Board of Supervisors of the
Borrower or senior management of the Borrower to be no longer useful or
necessary in the operation of the business of the Borrower or its Subsidiaries;

     (e) sales, leases or other dispositions of property for consideration

          (i) at least 80% of which consists of cash and the remainder of which
consists of investments permitted under Section 10.4, or

          (ii) consisting of cash and one or more Permitted Business
Acquisitions which the Board of Supervisors of the Borrower shall have
determined, as evidenced by a resolution thereof, have in the aggregate a fair
market value not less than the fair market value of the property being sold,
leased or otherwise disposed of; provided that (A) no issuance of the Capital
Stock (or of any warrant, right or option to purchase or otherwise acquire any
such Capital Stock or any security convertible into or exchangeable for any such
Capital Stock) of any Subsidiary may be made to any Person other than the
Borrower or a Wholly-Owned domestic Subsidiary except for the purpose of
qualifying directors or in satisfaction of pre-emptive rights of holders of
minority interests which are triggered by an issuance of Capital Stock to the
Borrower or any Wholly-Owned domestic Subsidiary and (B) no sale may be made of
the Capital Stock (or of any warrant, right or option to purchase or otherwise
acquire any such Capital Stock or any security convertible into or exchangeable
for any such Capital Stock) of any Subsidiary except in connection with a sale,
transfer or other disposition in which (1) simultaneously with such sale,
transfer or disposition, all the Capital Stock and Indebtedness of such
Subsidiary at the time owned by the Borrower and any other Subsidiary shall be
sold, transferred or disposed of as an entirety; (2) in the case of any such
transaction involving value of $1,000,000 or more, the Board of Supervisors of
the Borrower shall have determined, as evidenced by a resolution thereof, that
the proposed sale, transfer or disposition of such Capital Stock and
Indebtedness is in the best interests of the Borrower; (3) such Capital Stock
and Indebtedness are sold, transferred or otherwise disposed of to a Person for
cash or other consideration that would constitute an investment permitted under
Section 10.4 and, in the case of any such transaction involving value of
$1,000,000 or more, on terms reasonably determined by the Board of Supervisors
of the Borrower to be adequate and satisfactory; (4) the Subsidiary being
disposed of shall not have any continuing investment in the Borrower or any
other Subsidiary not being simultaneously disposed of; and (5) such sale,
transfer or other disposition shall not otherwise be prohibited by this
Agreement; and

     (f) sales of accounts receivable by any ESCO in connection with a
Consolidated Billing Program.

     SECTION 10.6 Restricted Payments. Directly or indirectly declare, order,
pay, make or set apart any sum for any Restricted Payment, except that:


                                       77



     (a) the Borrower may declare or order, and make, pay or set apart, once
during each fiscal quarter, a Restricted Payment in an amount not exceeding the
sum of an amount to be distributed by the Parent to its partners promptly upon
receipt from the Borrower plus an amount equal to the proportionate distribution
from the Borrower to the General Partner in respect of such distribution,

     (b) the Borrower may declare or order, and make, pay or set apart,
Restricted Payments to the General Partner and the Parent to fund the payment by
them of tax liabilities, legal, accounting and other professional fees and
expenses, compensation, fees and expenses of the Elected Supervisors of the
Parent (as defined in the Parent Partnership Agreement) and indemnification of
and contribution to all Persons entitled to indemnification or contribution
under Section 8.14 of the Parent Partnership Agreement (as in effect on the
Closing Date), any fees and expenses associated with registration statements
filed with the Securities and Exchange Commission and subsequent ongoing public
reporting requirements, and other liabilities, obligations or costs of the
General Partner or the Parent in each case to the extent actually incurred by
the General Partner or the Parent, as applicable, in connection with, arising
from, or relating to the Business or the Parent's ownership of Capital Stock of
the Borrower and its Subsidiaries, and

     (c) the Borrower may declare or order, and make, pay or set apart,
Restricted Payments to the Parent at such times and in such amounts as necessary
to fund the Parent Debt Service;

provided that

          (i) the aggregate amount of Restricted Payments declared or ordered,
or made, paid, or set apart in any fiscal quarter shall not exceed Available
Cash for the immediately preceding fiscal quarter and

          (ii) no Default or Event of Default then exists and is continuing, or
would be caused by such Restricted Payment, and the Borrower and it Subsidiaries
shall be in compliance, on a pro forma basis, with the covenants contained in
Article IX recomputed as of the last day of the most recently ended fiscal
quarter of the Borrower and its Subsidiaries as if such action had occurred on
the first day of each relevant period for testing such compliance, and the
Borrower shall have delivered to the Administrative Agent an officer's
certificate in form and substance satisfactory to the Administrative Agent to
such effect on the date such Restricted Payment is declared or ordered, together
with all relevant financial information and calculations demonstrating such
compliance.

The Borrower will comply with the reserve provisions required under the
definition of Available Cash. The Borrower will not, in any event, directly or
indirectly declare, order, pay or make any Restricted Payment except in cash.
The Borrower will not permit any Subsidiary to declare, order, pay or make any
Restricted Payment or to set apart any sum or property for any such purpose
other than to (i) the Borrower or any Wholly-Owned Subsidiary and (ii) so long
as no Default or Event of Default shall have occurred and be continuing or would
be caused thereby, all holders of Capital Stock of or other equity interests in
such Subsidiary on a pro rata basis.


                                       78



     SECTION 10.7 Transactions with Affiliates. Sell or transfer any assets to,
or purchase or acquire any assets from, or otherwise engage in any material
transaction with, any Affiliate except upon fair and reasonable terms no less
favorable to the Borrower or any Subsidiary than those that would prevail in an
arm's-length transaction with a Person which was not an Affiliate and in a
transaction entered into in the ordinary course of business and pursuant to the
reasonable requirements at the time of the Borrower or such Subsidiary; provided
that this Section 10.7 shall not apply to (a) Restricted Payments permitted
under Section 10.6, (b) indemnification of and contribution to all Persons
entitled to indemnification or contribution under Section 7.14 of the Borrower
Partnership Agreement (as in effect on the Closing Date) to the extent such
indemnification or contribution arises from business or activities in connection
with the Business (including securities issuances in connection with funding the
Business) or (c) transactions between the Borrower and any Wholly-Owned domestic
Subsidiary, or between Wholly-Owned domestic Subsidiaries or between
Wholly-Owned foreign Subsidiaries.

     SECTION 10.8 Business of Borrower and Subsidiaries. Engage at any time in
any business or business activity other than the business currently conducted by
it and business activities reasonably incidental thereto, except to the extent
resulting from any acquisition permitted under Section 10.5.

     SECTION 10.9 Material Agreements; Tax Status.

     (a) (i) Directly or indirectly, make any payment, retirement, repurchase or
redemption on account of the principal of or directly or indirectly prepay or
defease any Indebtedness prior to the stated maturity date of such Indebtedness
(other than Indebtedness under the Loan Documents, the Senior Notes and the
Refinancing Notes), (ii) make any payment or prepayment of any such Indebtedness
that would violate the terms of this Agreement or of such Indebtedness, any
agreement or document evidencing, related to or securing the payment or
performance of such Indebtedness or any subordination agreement or provision
applicable to such Indebtedness or (iii) pay in cash any amount in respect of
any Indebtedness that may at the Borrower's option be paid in kind; provided
that nothing in this Section 10.9 shall prohibit the termination of any Swap
Agreement.

     (b) Amend or modify in any manner adverse to the Lenders any Partnership
Document or terminate in any manner any Partnership Document.

     (c) Permit any Subsidiary to enter into any agreement or instrument that by
its terms restricts the payment of dividends or the making of cash advances by
such Subsidiary to the Borrower or any Subsidiary that is a direct or indirect
parent of such Subsidiary, other than those set forth in the Loan Documents.

     (d) Permit the Parent or the Borrower to be treated as an association
taxable as a corporation or otherwise to be taxed as an entity for Federal
income tax purposes.


                                       79



     SECTION 10.10 Lease Obligations. Permit the aggregate obligations that are
due and payable during any Fiscal Year of the Borrower and its Subsidiaries
under leases (other than obligations under Capital Leases) to exceed $30,000,000
during such Fiscal Year.

     SECTION 10.11 Priority Indebtedness. The Borrower will not permit Priority
Indebtedness at any time to exceed 25% of Consolidated Net Worth.

     SECTION 10.12 Certain Accounting Changes. Change its Fiscal Year end, or
make any change in its accounting treatment and reporting practices except as
required by GAAP.

     SECTION 10.13 Restrictive Agreements. Enter into any Indebtedness which
contains any covenants (including, without limitation, a negative pledge on
assets) more restrictive than the provisions of Articles VIII, IX and X.

                                   ARTICLE XI

                              DEFAULT AND REMEDIES

     SECTION 11.1 Events of Default. Each of the following shall constitute an
Event of Default, whatever the reason for such event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment or order of any court or any order, rule or regulation of any
Governmental Authority or otherwise:

     (a) Default in Payment of Principal of Loans and Reimbursement Obligations.
The Borrower shall default in any payment of principal of any Loan or
Reimbursement Obligation when and as due (whether at maturity, by reason of
acceleration or otherwise).

     (b) Other Payment Default. The Borrower shall default in the payment when
and as due (whether at maturity, by reason of acceleration or otherwise) of
interest on any Loan or Reimbursement Obligation or the payment of any other
Obligation, and such default shall continue unremedied for three (3) Business
Days.

     (c) Misrepresentation. Any representation or warranty made or deemed to be
made by the Borrower or any of its Subsidiaries under this Agreement, any Loan
Document or any amendment hereto or thereto, shall prove to have been incorrect
or misleading in any material respect when made or deemed made.

     (d) Default in Performance of Certain Covenants. The Borrower shall default
in the performance or observance of any covenant or agreement contained in
Section 7.1, 7.2, 7.4(e) or Articles IX or X of this Agreement.

     (e) Default in Performance of Other Covenants and Conditions. The Borrower
or any Subsidiary thereof shall default in the performance or observance of any
term, covenant, condition or agreement contained in this Agreement (other than
as specifically provided for otherwise in this Section 11.1) or any other Loan
Document and such default shall continue for a


                                       80



period of thirty (30) days after written notice thereof has been given to the
Borrower by the Administrative Agent.

     (f) Indebtedness Cross-Default. The Parent, the Borrower or any of their
Subsidiaries shall (i) default in the payment of any Indebtedness (other than
that evidenced by the Loans or any Reimbursement Obligation; but including,
without limitation, the Indebtedness evidenced by the Parent Notes), the
aggregate outstanding amount of which Indebtedness is in excess of $10,000,000
beyond the period of grace if any, provided in the instrument or agreement under
which such Indebtedness was created, or (ii) default in the observance or
performance of any other agreement or condition relating to any Indebtedness
(other than that evidenced by the Loans or any Reimbursement Obligation; but
including, without limitation, the Indebtedness evidenced by the Parent Notes)
the aggregate outstanding amount of which Indebtedness is in excess of
$10,000,000, or contained in any instrument or agreement evidencing, securing or
relating thereto or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause, or to permit the
holder or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause, with the giving of notice if required, any such
Indebtedness to become due prior to its stated maturity (any applicable grace
period having expired).

     (g) Other Cross-Defaults. The Borrower or any of its Subsidiaries shall
default in the payment when due, or in the performance or observance, of any
obligation or condition of any material contract or agreement unless, but only
as long as, the existence of any such default is being contested by the Borrower
or such Subsidiary in good faith by appropriate proceedings and adequate
reserves in respect thereof have been established on the books of the Borrower
or such Subsidiary to the extent required by GAAP.

     (h) Change in Ownership. A Change in Ownership shall occur.

     (i) Voluntary Bankruptcy Proceeding. The Borrower or any Subsidiary thereof
shall (i) commence a voluntary case under the federal bankruptcy laws (as now or
hereafter in effect), (ii) file a petition seeking to take advantage of any
other laws, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding up or composition for adjustment of debts, (iii) consent
to or fail to contest in a timely and appropriate manner any petition filed
against it in an involuntary case under such bankruptcy laws or other laws, (iv)
apply for or consent to, or fail to contest in a timely and appropriate manner,
the appointment of, or the taking of possession by, a receiver, custodian,
trustee, or liquidator of itself or of a substantial part of its property,
domestic or foreign, (v) admit in writing its inability to pay its debts as they
become due, (vi) make a general assignment for the benefit of creditors, or
(vii) take any corporate action for the purpose of authorizing any of the
foregoing.

     (j) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be
commenced against the Borrower or any Subsidiary thereof in any court of
competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as
now or hereafter in effect) or under any other laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding up or adjustment of
debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or
the like for the Borrower or any Subsidiary thereof or for all or any
substantial part


                                       81



of their respective assets, domestic or foreign, and such case or proceeding
shall continue undismissed or unstayed for a period of sixty (60) consecutive
days, or an order granting the relief requested in such case or proceeding
(including, but not limited to, an order for relief under such federal
bankruptcy laws) shall be entered.

     (k) Failure of Agreements. Any provision of this Agreement or any provision
of any other Loan Document shall for any reason cease to be valid and binding on
the Borrower or any Subsidiary party thereto or any such Person shall so state
in writing, other than in accordance with the express terms hereof or thereof.

     (l) ERISA Event. The occurrence of any ERISA Event that, when taken
together with all other ERISA Events that have occurred, results in or could
reasonably be expected to result in liability of the Borrower and its ERISA
Affiliates in an aggregate amount exceeding $10,000,000.

     (m) Judgment. A judgment or order for the payment of money which causes the
aggregate amount of all such judgments to exceed $10,000,000 in any Fiscal Year
shall be entered against the Borrower or any of its Subsidiaries by any court
and such judgment or order shall continue undischarged or unstayed for a period
of thirty (30) days.

     SECTION 11.2 Remedies. Upon the occurrence of an Event of Default, with the
consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower:

     (a) Acceleration; Termination of Credit Facilities. Declare the principal
of and interest on the Loans and the Reimbursement Obligations at the time
outstanding, and all other amounts owed to the Lenders and to the Administrative
Agent under this Agreement or any of the other Loan Documents (including,
without limitation, all L/C Obligations, whether or not the beneficiaries of the
then outstanding Letters of Credit shall have presented the documents required
thereunder) and all other Obligations (other than Swap Obligations), to be
forthwith due and payable, whereupon the same shall immediately become due and
payable without presentment, demand, protest or other notice of any kind, all of
which are expressly waived, anything in this Agreement or the other Loan
Documents to the contrary notwithstanding, and terminate the Credit Facilities
and any right of the Borrower to request borrowings or Letters of Credit
thereunder; provided, that upon the occurrence of an Event of Default specified
in Section 11.1(i) or (j), the Credit Facilities shall be automatically
terminated and all Obligations (other than Swap Obligations) shall automatically
become due and payable without presentment, demand, protest or other notice of
any kind, all of which are expressly waived, anything in this Agreement or in
any other Loan Document to the contrary notwithstanding.

     (b) Letters of Credit. With respect to all Letters of Credit with respect
to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to Section 11.2(a), require the Borrower at such time to
deposit in a cash collateral account with the Administrative Agent an amount
equal to the aggregate then undrawn and unexpired amount of such Letters of
Credit; provided, that upon the occurrence of an Event of Default specified in
Section 11.1(i) or (j), the obligation of the Borrower to cash collateralize
such Letters of Credit


                                       82



shall automatically become effective without further action of the
Administrative Agent or any Lender. Amounts held in such cash collateral account
shall be applied by the Administrative Agent to the payment of drafts drawn
under such Letters of Credit, and the unused portion thereof after all such
Letters of Credit shall have expired or been fully drawn upon, if any, shall be
applied to repay the other Obligations. After all such Letters of Credit shall
have expired or been fully drawn upon, the Reimbursement Obligation shall have
been satisfied and all other Obligations shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the
Borrower.

     (c) Rights of Collection. Exercise on behalf of the Lenders all of its
other rights and remedies under this Agreement, the other Loan Documents and
Applicable Law, in order to satisfy all of the Borrower's Obligations.

     SECTION 11.3 Rights and Remedies Cumulative; Non-Waiver; etc. The
enumeration of the rights and remedies of the Administrative Agent and the
Lenders set forth in this Agreement is not intended to be exhaustive and the
exercise by the Administrative Agent and the Lenders of any right or remedy
shall not preclude the exercise of any other rights or remedies, all of which
shall be cumulative, and shall be in addition to any other right or remedy given
hereunder or under the Loan Documents or that may now or hereafter exist in law
or in equity or by suit or otherwise. No delay or failure to take action on the
part of the Administrative Agent or any Lender in exercising any right, power or
privilege shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or privilege preclude other or further
exercise thereof or the exercise of any other right, power or privilege or shall
be construed to be a waiver of any Event of Default. No course of dealing
between the Borrower, the Administrative Agent and the Lenders or their
respective agents or employees shall be effective to change, modify or discharge
any provision of this Agreement or any of the other Loan Documents or to
constitute a waiver of any Event of Default.

                                   ARTICLE XII

                            THE ADMINISTRATIVE AGENT

     SECTION 12.1 Appointment and Authority. Each of the Lenders and each of the
Issuing Lenders hereby irrevocably appoints Wachovia to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article XII are solely for the benefit of the
Administrative Agent, the Lenders and the Issuing Lenders, and neither the
Borrower nor any Subsidiary thereof shall have rights as a third party
beneficiary of any of such provisions.

     SECTION 12.2 Rights as a Lender. The Person serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context


                                       83



otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the
Borrower or any Subsidiary or other Affiliate thereof as if such Person were not
the Administrative Agent hereunder and without any duty to account therefor to
the Lenders.

     SECTION 12.3 Exculpatory Provisions. The Administrative Agent shall not
have any duties or obligations except those expressly set forth herein and in
the other Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:

     (a) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

     (b) shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent
is required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent
shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent to liability or that is
contrary to any Loan Document or applicable law; and

     (c) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of their Affiliates
that is communicated to or obtained by the Person serving as the Administrative
Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken
by it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 13.11 and Section 11.2) or (ii) in the
absence of its own gross negligence or willful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by the
Borrower, a Lender or an Issuing Lender.

The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article V or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.


                                       84



     SECTION 12.4 Reliance by the Administrative Agent. The Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document
or other writing (including any electronic message, Internet or intranet website
posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or an Issuing
Lender, the Administrative Agent may presume that such condition is satisfactory
to such Lender or such Issuing Lender unless the Administrative Agent shall have
received notice to the contrary from such Lender or such Issuing Lender prior to
the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

     SECTION 12.5 Delegation of Duties. The Administrative Agent may perform any
and all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article XII shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

     SECTION 12.6 Resignation of Administrative Agent.

     (a) The Administrative Agent may at any time give notice of its resignation
to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders and the Issuing
Lenders, appoint a successor Administrative Agent meeting the qualifications set
forth above provided that if the Administrative Agent shall notify the Borrower
and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents (except that
in the case of any collateral security held by the Administrative Agent on
behalf of the Lenders or the Issuing Lenders under any of the Loan Documents,
the retiring Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed) and
(2) all payments, communications and determinations provided to be made by, to
or through the Administrative


                                       85



Agent shall instead be made by or to each Lender and each Issuing Lender
directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this paragraph. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this paragraph). The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After the retiring Administrative Agent's resignation hereunder and
under the other Loan Documents, the provisions of this Article XII and Section
13.12 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.

     (b) Any resignation by Wachovia as Administrative Agent pursuant to this
Section 12.6 shall also constitute its resignation as an Issuing Lender and as
Swingline Lender. Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
Issuing Lender and Swingline Lender, (b) the retiring Issuing Lender and
Swingline Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor
Issuing Lender shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other
arrangement satisfactory to the retiring Issuing Lender to effectively assume
the obligations of the retiring Issuing Lender with respect to such Letters of
Credit.

     SECTION 12.7 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender and each Issuing Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and each Issuing Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

     SECTION 12.8 Administrative Agent May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Borrower or any Guarantor, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:


                                       86



     (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent
and their respective agents and counsel and all other amounts due the Lenders
and the Administrative Agent under Sections 2.3(c)(i), 3.3(a), 4.9 and 13.2)
allowed in such judicial proceeding; and

     (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 4.9 and 13.2.

Nothing contained herein shall be deemed to authorize the Administrative Agent
to authorize or consent to or accept or adopt on behalf of any Lender any plan
of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.

     SECTION 12.9 No Other Duties, etc. Anything herein to the contrary
notwithstanding, none of the syndication agents, documentation agents,
co-agents, book manager, lead manager, arranger, lead arranger or co-arranger
listed on the cover page or signature pages hereof shall have any powers, duties
or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or
an Issuing Lender hereunder.

                                  ARTICLE XIII

                                  MISCELLANEOUS

     SECTION 13.1 Notices.

     (a) Method of Communication. Except as otherwise provided in this
Agreement, all notices and communications hereunder shall be in writing, or by
telephone subsequently confirmed in writing. Any notice shall be effective if
delivered by hand delivery or sent via telecopy, recognized overnight courier
service or certified mail, return receipt requested, and shall be presumed to be
received by a party hereto (i) on the date of delivery if delivered by hand or
sent by telecopy, (ii) on the next Business Day if sent by recognized overnight
courier service and (iii) on the third Business Day following the date sent by
certified mail, return receipt requested. A telephonic notice to the
Administrative Agent as understood by the Administrative


                                       87



Agent will be deemed to be the controlling and proper notice in the event of a
discrepancy with or failure to receive a confirming written notice.

     (b) Addresses for Notices. Notices to any party shall be sent to it at the
following addresses, or any other address as to which all the other parties are
notified in writing.

     If to the Borrower:        Suburban Propane, L.P.
                                One Suburban Plaza
                                240 Route 10 West
                                P.O. Box 206
                                Whippany, New Jersey 07981-0206
                                Attention: A. Davin D'Ambrosio
                                Telephone No.: 973-503-9396
                                Telecopy No.: 973-503-9395

     With copies to:            Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                                New York, New York 10153
                                Attention:  Marsha E. Simms, Esq.
                                Telephone No.: 212-310-8116
                                Telecopy No.: 212-310-8007

     If to Wachovia as          Wachovia Bank, National Association
        Administrative Agent:   Charlotte Plaza, CP-8
                                201 South College Street
                                Charlotte, North Carolina 28288-0608
                                Attention: Syndication Agency Services
                                Telephone No.: 704-374-2698
                                Telecopy No.: 704-383-0288

     With copies to:            Kennedy Covington Lobdell & Hickman, L.L.P.
                                Hearst Tower, 47th Floor
                                214 North Tryon Street
                                Charlotte, North Carolina 28202
                                Attention: Eric L. Burk
                                Telephone No.: 704-331-7585
                                Telecopy No.: 704-331-7598

     If to any Lender:          To the Address set forth on Schedule 1.1(a)
                                hereto.

     (c) Administrative Agent's Office. The Administrative Agent hereby
designates its office located at the address set forth above, or any subsequent
office which shall have been specified for such purpose by written notice to the
Borrower and Lenders, as the Administrative Agent's Office referred to herein,
to which payments due are to be made and at which Loans will be disbursed and
Letters of Credit issued.


                                       88



     SECTION 13.2 Expenses; Indemnity.

     (a) Costs and Expenses. The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the Credit
Facilities, the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Loan Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by each Issuing Lender in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, any Lender or any Issuing Lender (including the fees,
charges and disbursements of any counsel for the Administrative Agent, any
Lender or any Issuing Lender), in connection with the enforcement or protection
of its rights (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section 13.2, or (B) in connection
with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

     (b) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and each Issuing
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims (including, without limitation, environmental claims
or civil penalties or fines assessed by OFAC), damages, liabilities and related
expenses (including the fees, charges and disbursements of any counsel for any
Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by
any third party or by the Borrower or any Guarantor arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by any Issuing
Lender to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower or
any of its Subsidiaries, or any liability under Environmental and Safety Laws
related in any way to the Borrower or any of its Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower or any Guarantor, and
regardless of whether any Indemnitee is a party thereto, provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrower or any Guarantor against an
Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or
under any other Loan Document, if the Borrower or such Guarantor has obtained a


                                       89



final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction.

     (c) Reimbursement by Lenders. To the extent that the Borrower for any
reason fails to pay any amount required under paragraph (a) or (b) of this
Section 13.2 to be paid by it to the Administrative Agent (or any sub-agent
thereof), any Issuing Lender or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), any Issuing Lender or such Related Party, as the case may be, such
Lender's pro rata amount (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or any Issuing Lender
in its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or Issuing Bank in
connection with such capacity. The obligations of the Lenders under this
paragraph (c) are subject to the provisions of Section 4.13.

     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, the Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby, except for damages which are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

     (e) Payments. All amounts due under this Section 13.2 shall be payable
promptly after demand therefor.

     SECTION 13.3 Right of Set-off. If an Event of Default shall have occurred
and be continuing, each Lender, each Issuing Lender, the Swingline Lender and
each of their respective Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by applicable law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, such Issuing Lender, the Swingline
Lender or any such Affiliate to or for the credit or the account of the Borrower
or any Guarantor against any and all of the obligations of the Borrower or such
Guarantor now or hereafter existing under this Agreement or any other Loan
Document to such Lender, such Issuing Lender or the Swingline Lender,
irrespective of whether or not such Lender, such Issuing Lender or the Swingline
Lender shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrower or such Guarantor may be
contingent or unmatured or are owed


                                       90



to a branch or office of such Lender, such Issuing Lender or the Swingline
Lender different from the branch or office holding such deposit or obligated on
such indebtedness. The rights of each Lender, each Issuing Lender, the Swingline
Lender and their respective Affiliates under this Section 13.3 are in addition
to other rights and remedies (including other rights of setoff) that such
Lender, such Issuing Lender, the Swingline Lender or their respective Affiliates
may have. Each Lender, each Issuing Lender and the Swingline Lender agrees to
notify the Borrower and the Administrative Agent promptly after any such setoff
and application; provided that the failure to give such notice shall not affect
the validity of such setoff and application.

     SECTION 13.4 Governing Law. This Agreement and the other Loan Documents,
unless otherwise expressly set forth therein, shall be governed by, construed
and enforced in accordance with the laws of the State of New York.

     SECTION 13.5 Consent to Jurisdiction. The Borrower hereby irrevocably
consents to the personal jurisdiction of the state and federal courts located in
New York County, New York, in any action, claim or other proceeding arising out
of any dispute in connection with this Agreement and the other Loan Documents,
any rights or obligations hereunder or thereunder, or the performance of such
rights and obligations. The Borrower hereby irrevocably consents to the service
of a summons and complaint and other process in any action, claim or proceeding
brought by the Administrative Agent or any Lender in connection with this
Agreement or the other Loan Documents, any rights or obligations hereunder or
thereunder, or the performance of such rights and obligations, on behalf of
itself or its property, in the manner specified in Section 13.1. Nothing in this
Section 13.5 shall affect the right of the Administrative Agent or any Lender to
serve legal process in any other manner permitted by Applicable Law or affect
the right of the Administrative Agent or any Lender to bring any action or
proceeding against the Borrower or its properties in the courts of any other
jurisdictions.

     SECTION 13.6 Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER
AND THE BORROWER HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY
JUDICIAL PROCEEDING, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, CONNECTED
WITH OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT ("DISPUTES") IN
CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS.

     SECTION 13.7 Reversal of Payments. To the extent the Borrower makes a
payment or payments to the Administrative Agent for the ratable benefit of the
Lenders or the Administrative Agent receives any payment or proceeds of the
collateral which payments or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds repaid, the Obligations or part thereof
intended to be satisfied shall be revived and continued in full force and effect
as if such payment or proceeds had not been received by the Administrative
Agent.


                                       91



     SECTION 13.8 Injunctive Relief; Punitive Damages.

     (a) The Borrower recognizes that, in the event the Borrower fails to
perform, observe or discharge any of its obligations or liabilities under this
Agreement, any remedy of law may prove to be inadequate relief to the Lenders.
Therefore, the Borrower agrees that the Lenders, at the Lenders' option, shall
be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.

     (b) The Administrative Agent, the Lenders and the Borrower (on behalf of
itself and its Subsidiaries) hereby agree that no such Person shall have a
remedy of punitive or exemplary damages against any other party to a Loan
Document and each such Person hereby waives any right or claim to punitive or
exemplary damages that they may now have or may arise in the future in
connection with any Dispute.

     (c) The parties agree that they shall not have a remedy of punitive or
exemplary damages against any other party in any Dispute and hereby waive any
right or claim to punitive or exemplary damages they have now or which may arise
in the future in connection with any Dispute.

     SECTION 13.9 Accounting Matters. All financial and accounting calculations,
measurements and computations made for any purpose relating to this Agreement,
including, without limitation, all computations utilized by the Borrower or any
Subsidiary thereof to determine compliance with any covenant contained herein,
shall, except as otherwise expressly contemplated hereby or unless there is an
express written direction by the Administrative Agent to the contrary agreed to
by the Borrower, be performed in accordance with GAAP as in effect on the
Closing Date. In the event that changes in GAAP shall be mandated by the
Financial Accounting Standards Board, or any similar accounting body of
comparable standing, or shall be recommended by the Borrower's certified public
accountants, to the extent that such changes would modify such accounting terms
or the interpretation or computation thereof, such changes shall be followed in
defining such accounting terms only from and after the date the Borrower and the
Required Lenders shall have amended this Agreement to the extent necessary to
reflect any such changes in the financial covenants and other terms and
conditions of this Agreement.

     SECTION 13.10 Successors and Assigns; Participations.

     (a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither the
Borrower nor any Guarantor may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of paragraph (b) of this Section 13.10, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this Section
13.10 or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of paragraph (f) of this Section 13.10 (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this


                                       92



Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in paragraph (d) of this
Section 13.10 and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

     (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that

          (i) except in the case of an assignment of the entire remaining amount
of the assigning Lender's Commitment and the Loans at the time owing to it or in
the case of an assignment to a Lender or an Affiliate of a Lender with respect
to a Lender, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not
then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if "Trade Date" is specified in the Assignment and
Assumption, as of the Trade Date) shall not be less than $1,000,000, unless each
of the Administrative Agent and, so long as no Default or Event of Default has
occurred and is continuing, the Borrower otherwise consent (each such consent
not to be unreasonably withheld or delayed);

          (ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned;

          (iii) any assignment of a Revolving Credit Commitment must be approved
by the Administrative Agent, the Swingline Lender and the Revolver Issuing
Lender unless the Person that is the proposed assignee is itself a Lender with a
Revolving Credit Commitment (whether or not the proposed assignee would
otherwise qualify as an Eligible Assignee);

          (iv) any assignment of a Stand-Alone L/C Commitment must be approved
by the Administrative Agent and each Stand-Alone Issuing Lender unless the
Person that is the proposed assignee is itself a Lender (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee); and

          (v) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to paragraph (c) of this Section 13.10, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its


                                       93



obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 4.14, 4.15, 4.16, 4.17 and 13.2 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (d) of this Section
13.10.

     (c) Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrower, shall maintain at one of its offices in Charlotte,
North Carolina, a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

     (d) Participations. Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person or the Borrower or any of the Borrower's
Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement.

     Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver or modification described in the
Section 13.12 that directly affects such Participant. Subject to paragraph (e)
of this Section 13.10, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 4.14, 4.15, 4.16 and 4.17 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section 13.10. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 13.4 as
though it were a Lender, provided such Participant agrees to be subject to
Section 4.12 as though it were a Lender.

     (e) Limitations upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Sections 4.15 and 4.17 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent. A


                                       94



Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 4.17 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 4.17(e) as though it were a
Lender.

     (f) Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

     SECTION 13.11 Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by, or required to be disclosed to, any rating agency, or regulatory or similar
authority (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
under this Agreement or under any other Loan Document (or any Hedging Agreement
with a Lender or the Administrative Agent) or any action or proceeding relating
to this Agreement or any other Loan Document (or any Hedging Agreement with a
Lender or the Administrative Agent) or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section 13.11, to (i) any Purchasing Lender, proposed
Purchasing Lender, Participant or proposed Participant or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower, (h) to Gold Sheets and other similar bank trade publications, such
information to consist of deal terms and other information customarily found in
such publications, or (i) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section 13.11 or (y)
becomes available to the Administrative Agent or any Lender on a nonconfidential
basis from a source other than the Borrower. For purposes of this Section 13.11,
"Information" means all information received from the Borrower or any Subsidiary
relating to the Borrower, any Subsidiary or any of their respective businesses,
other than any such information that is available to the Administrative Agent or
any Lender on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary; provided that, in the case of information received from the Borrower
or any Subsidiary after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section 13.11 shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

     SECTION 13.12 Amendments, Waivers and Consents. Except as set forth below
or as specifically provided in any Loan Document, any term, covenant, agreement
or condition of


                                       95



this Agreement or any of the other Loan Documents may be amended or waived by
the Lenders, and any consent given by the Lenders, if, but only if, such
amendment, waiver or consent is in writing signed by the Required Lenders (or by
the Administrative Agent with the consent of the Required Lenders) and delivered
to the Administrative Agent and, in the case of an amendment, signed by the
Borrower; provided, that no amendment, waiver or consent shall:

     (a) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 13.2) or the amount of Loans of any
Lender without the written consent of such Lender;

     (b) postpone any date fixed by this Agreement or any other Loan Document
for any payment of principal, interest, fees or other amounts due to the Lenders
(or any of them) hereunder or under any other Loan Document or extend the
Termination Date without the written consent of each Lender directly affected
thereby;

     (c) reduce the principal of, or the rate of interest specified herein on,
any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second
proviso to this Section 13.12) any fees or other amounts payable hereunder or
under any other Loan Document without the written consent of each Lender
directly affected thereby; provided that only the consent of the Required
Lenders shall be necessary (i) to waive any obligation of the Borrower to pay
interest at the rate set forth in Section 4.7(c) during the continuance of an
Event of Default, or (ii) to amend any financial covenant hereunder (or any
defined term used therein) even if the effect of such amendment would be to
reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee
payable hereunder;

     (d) change Section 4.10 or Section 4.11 in a manner that would alter the
pro rata sharing of payments required thereby without the written consent of
each Lender;

     (e) change any provision of this Section 13.12 or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to amend, waive or otherwise modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender; or

     (f) release any Guarantor from its obligations under a Guaranty Agreement
without the written consent of each Lender unless the Capital Stock, or all or
substantially all the assets, of such Guarantor are sold in a transaction
permitted by this Agreement;

provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by each Stand-Alone Issuing Lender in addition to the Lenders
required above, affect the rights or duties of any Stand-Alone Issuing Lender
under this Agreement or any Application relating to any Stand-Alone Letter of
Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall,
unless in writing and signed by the Revolver Issuing Lender in addition to the
Lenders required above, affect the rights or duties of the Revolver Issuing
Lender under this Agreement or any Application relating to any Revolver Letter
of Credit issued or to be issued by it; (iii) no amendment, waiver or consent
shall, unless in writing and signed by the Swingline Lender in addition to the
Lenders required above, affect the rights or duties of the Swingline


                                       96



Lender under this Agreement; (iv) no amendment, waiver or consent shall, unless
in writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; and (v) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto. Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

     SECTION 13.13 Performance of Duties. The Borrower's obligations under this
Agreement and each of the Loan Documents shall be performed by the Borrower at
its sole cost and expense.

     SECTION 13.14 All Powers Coupled with Interest. All powers of attorney and
other authorizations granted to the Lenders, the Administrative Agent and any
Persons designated by the Administrative Agent or any Lender pursuant to any
provisions of this Agreement or any of the other Loan Documents shall be deemed
coupled with an interest and shall be irrevocable so long as any of the
Obligations remain unpaid or unsatisfied or the Credit Facilities have not been
terminated.

     SECTION 13.15 Survival of Indemnities. Notwithstanding any termination of
this Agreement, the indemnities to which the Administrative Agent and the
Lenders are entitled under the provisions of this Article XIII and any other
provision of this Agreement and the Loan Documents shall continue in full force
and effect and shall protect the Administrative Agent and the Lenders against
events arising after such termination as well as before.

     SECTION 13.16 Titles and Captions. Titles and captions of Articles,
Sections and subsections in, and the table of contents of, this Agreement are
for convenience only, and neither limit nor amplify the provisions of this
Agreement.

     SECTION 13.17 Severability of Provisions. Any provision of this Agreement
or any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

     SECTION 13.18 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns, and all of which taken together
shall constitute one and the same agreement.

     SECTION 13.19 Term of Agreement. This Agreement shall remain in effect from
the Closing Date through and including the date upon which all Obligations shall
have been indefeasibly and irrevocably paid and satisfied in full. No
termination of this Agreement shall affect the rights and obligations of the
parties hereto arising prior to such termination or in respect of any provision
of this Agreement which survives such termination.


                                       97



     SECTION 13.20 USA Patriot Act. The Administrative Agent and each Lender
hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "Act"), it is required to obtain, verify and record information that
identifies the Borrower and Guarantors, which information includes the name and
address of the Borrower and each Guarantor and other information that will allow
such Lender to identify the Borrower or such Guarantor in accordance with the
Act.

     SECTION 13.21 Inconsistencies with Other Documents; Independent Effect of
Covenants.

     (a) In the event there is a conflict or inconsistency between this
Agreement and any other Loan Document, the terms of this Agreement shall
control.

     (b) The Borrower expressly acknowledges and agrees that each covenant
contained in Articles VIII, IX or X shall be given independent effect.
Accordingly, the Borrower shall not engage in any transaction or other act
otherwise permitted under any covenant contained in Articles VIII, IX or X if,
before or after giving effect to such transaction or act, the Borrower shall or
would be in breach of any other covenant contained in Articles VIII, IX or X.

     SECTION 13.22 Entire Agreement. This Agreement and the other Loan Documents
represent the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the
parties. There are no unwritten oral agreements between the parties.

                           [Signature pages to follow]


                                       98



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, all as of the day and year first
written above.

                                        SUBURBAN PROPANE, L.P., as Borrower


                                        By:
                                            ------------------------------------
                                            Name: Robert M. Plante
                                            Title: Vice President, Chief
                                            Financial Officer

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Administrative Agent, as Lender, as
                                        Swingline Lender and as an Issuing
                                        Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        FLEET NATIONAL BANK, as Syndication
                                        Agent and Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        CAYLON NEW YORK BRANCH,
                                        as Syndication Agent and Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        CITICORP USA, INC., as Documentation
                                        Agent and Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        NATIONAL CITY BANK, as Documentation
                                        Agent and Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        THE BANK OF NEW YORK, as Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                        as Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        ISRAEL DISCOUNT BANK OF NEW YORK,
                                        as Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        BANK LEUMI USA, as Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                        FIRSTRUST BANK, as Lender


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

[Suburban Propane, L.P. Third Amended and Restated Credit Agreement]



                                   EXHIBIT A-1
                                       to
                  Third Amended and Restated Credit Agreement,
                          dated as of October 20, 2004,
                      (as amended by the First Amendment to
                   Third Amended and Restated Credit Agreement
                           dated as of March 17, 2005)
                                  by and among
                      Suburban Propane, L.P., as Borrower,
                           the Lenders party thereto,
                                       and
                      Wachovia Bank, National Association,
                             as Administrative Agent

                          FORM OF REVOLVING CREDIT NOTE



                              REVOLVING CREDIT NOTE

$___________                                                    _________, ____

     FOR VALUE RECEIVED, the undersigned, SUBURBAN PROPANE, L.P., a Delaware
limited partnership (the "Borrower"), hereby promises to pay to the order of
_______________________________ (the "Bank"), at the times, at the place and in
the manner provided in the Credit Agreement hereinafter referred to, the
principal sum of up to ______________________ DOLLARS ($___________), or, if
less, the aggregate unpaid principal amount of all Revolving Credit Loans
disbursed by the Bank under the Credit Agreement referred to below, together
with interest at the rates as in effect from time to time with respect to each
portion of the principal amount hereof, determined and payable as provided in
Article IV of the Credit Agreement.

     This is a Revolving Credit Note (this "Revolving Note") referred to in, and
is entitled to the benefits of, the Third Amended and Restated Credit Agreement,
dated as of October 20, 2004 (as amended by the First Amendment dated as of
March 17, 2005 and as further amended, restated or otherwise modified, the
"Credit Agreement"), by and among the Borrower, the lenders (including the Bank)
party thereto and Wachovia Bank, National Association, as Administrative Agent.
The Credit Agreement contains, among other things, provisions for the time,
place and manner of payment of this Revolving Note, the determination of the
interest rate borne by and fees payable in respect of this Revolving Note,
acceleration of the payment of this Revolving Note upon the happening of certain
stated events and the mandatory repayment of this Revolving Note under certain
circumstances.

     The Borrower agrees to pay on demand all costs of collection, including
reasonable attorneys' fees, if any part of this Revolving Note, principal or
interest, is collected after maturity with the aid of an attorney.

     Presentment for payment, notice of dishonor, protest and notice of protest
are hereby waived.

     THIS REVOLVING NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be
executed under seal by a duly authorized officer as of the day and year first
above written.

                                        SUBURBAN PROPANE, L.P.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                   EXHIBIT A-2
                                       to
                  Third Amended and Restated Credit Agreement,
                          dated as of October 20, 2004,
                      (as amended by the First Amendment to
                   Third Amended and Restated Credit Agreement
                           dated as of March 17, 2005)
                                  by and among
                      Suburban Propane, L.P., as Borrower,
                           the Lenders party thereto,
                                       and
                      Wachovia Bank, National Association,
                             as Administrative Agent

                                FORM OF TERM NOTE



                                    TERM NOTE

$___________                                                    __________, ____

     FOR VALUE RECEIVED, the undersigned, SUBURBAN PROPANE, L.P., a Delaware
limited partnership (the "Borrower"), hereby promises to pay to the order of
_______________________________ (the "Bank"), at the times, at the place and in
the manner provided in the Credit Agreement hereinafter referred to, the
principal sum of up to ______________________ DOLLARS ($___________), or, if
less, the aggregate unpaid principal amount of all Revolving Credit Loans
disbursed by the Bank under the Credit Agreement referred to below, together
with interest at the rates as in effect from time to time with respect to each
portion of the principal amount hereof, determined and payable as provided in
Article IV of the Credit Agreement.

     This is a Term Note (this "Term Note") referred to in, and is entitled to
the benefits of, the Third Amended and Restated Credit Agreement, dated as of
October 20, 2004 (as amended by the First Amendment dated as of March 17, 2005
and as further amended, restated or otherwise modified, the "Credit Agreement"),
by and among the Borrower, the lenders (including the Bank) party thereto and
Wachovia Bank, National Association, as Administrative Agent. The Credit
Agreement contains, among other things, provisions for the time, place and
manner of payment of this Term Note, the determination of the interest rate
borne by and fees payable in respect of this Term Note, acceleration of the
payment of this Term Note upon the happening of certain stated events and the
mandatory repayment of this Term Note under certain circumstances.

     The Borrower agrees to pay on demand all costs of collection, including
reasonable attorneys' fees, if any part of this Term Note, principal or
interest, is collected after maturity with the aid of an attorney.

     Presentment for payment, notice of dishonor, protest and notice of protest
are hereby waived.

     THIS TERM NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the Borrower has caused this Term Note to be executed
under seal by a duly authorized officer as of the day and year first above
written.

                                        SUBURBAN PROPANE, L.P.


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------



                                    EXHIBIT B
                                       to
                  Third Amended and Restated Credit Agreement,
                          dated as of October 20, 2004,
                      (as amended by the First Amendment to
                   Third Amended and Restated Credit Agreement
                           dated as of March 17, 2005)
                                  by and among
                      Suburban Propane, L.P., as Borrower,
                           the Lenders party thereto,
                                       and
                      Wachovia Bank, National Association,
                             as Administrative Agent

                           FORM OF NOTICE OF BORROWING



                               NOTICE OF BORROWING

Wachovia Bank, National Association,
   as Administrative Agent
201 South College Street, CP-8
Charlotte, North Carolina 28288-0680
Attn: Syndication Agency Services

Ladies and Gentlemen:

     This irrevocable Notice of Borrowing is delivered to you under Sections
3A.2(a) and 4.1(a) of the Third Amended and Restated Credit Agreement, dated as
of October 20, 2004 (as amended by the First Amendment dated as of March 17,
2005 and as further amended, restated or otherwise modified, the "Credit
Agreement"), by and among Suburban Propane, L.P. (the "Borrower"), the lenders
party thereto (the "Lenders") and Wachovia Bank, National Association, as
Administrative Agent.

     1. The Borrower hereby requests that the [Lenders] [Swingline Lender] make
[a Revolving Credit Loan] [a Swingline Loan] [a Term Loan] in the aggregate
principal amount of $_________________ (the "Loan").(1)

     2. The Borrower hereby requests that the Loan be made on the following
Business Day: _____________________.(2)

     3. The Borrower hereby requests that the Loan bear interest at the
[Swingline Rate] [following interest rate], plus the Applicable Margin, as set
forth below:

Principal Component of Loan   Interest Rate   Interest Period (if applicable)

     4. The principal amount of all Loans outstanding as of the date hereof
(including the requested Loan) does not exceed the maximum amount permitted to
be outstanding pursuant to the terms of the Credit Agreement.

- ----------
(1)  Complete with an amount in  accordance  with Section 3A.2 or Section 4.1 of
     the Credit Agreement.

(2)  Complete  with a Business Day in  accordance  with Section 3A.2 and Section
     4.1 of the Credit Agreement.



     5. All of the conditions applicable to the Loan requested herein as set
forth in the Credit Agreement have been satisfied as of the date hereof and will
remain satisfied to the date of such Loan.

     6. All capitalized undefined terms used herein have the meanings assigned
thereto in the Credit Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this Notice of Borrowing
this ____ day of _______, ____.

                                        SUBURBAN PROPANE, L.P.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                    EXHIBIT C
                                       to
                  Third Amended and Restated Credit Agreement,
                          dated as of October 20, 2004,
                      (as amended by the First Amendment to
                   Third Amended and Restated Credit Agreement
                           dated as of March 17, 2005)
                                  by and among
                      Suburban Propane, L.P., as Borrower,
                           the Lenders party thereto,
                                       and
                      Wachovia Bank, National Association,
                             as Administrative Agent

                      FORM OF NOTICE OF ACCOUNT DESIGNATION



                          NOTICE OF ACCOUNT DESIGNATION

                              ____________ __, ____

Wachovia Bank, National Association,
   as Administrative Agent
201 South College Street, CP-8
Charlotte, North Carolina  28288-0680
Attn: Syndication Agency Services

Ladies and Gentlemen:

     This Notice of Account Designation is delivered to you by Suburban Propane,
L.P., a Delaware limited partnership (the "Borrower"), under Section 4.1(b) of
the Third Amended and Restated Credit Agreement, dated as of October 20, 2004
(as amended by the First Amendment dated as of March 17, 2005 and as further
amended, restated or otherwise modified, the "Credit Agreement"), by and among
the Borrower, the Lenders party thereto and Wachovia Bank, National Association,
as Administrative Agent (the "Administrative Agent").

     1. The Administrative Agent is hereby authorized to disburse all Loan
proceeds into the following account(s):

                              [Insert name of bank/
                               ABA Routing Number/
                               and Account Number]

     2. This authorization shall remain in effect until revoked or until a
subsequent Notice of Account Designation is provided to the Administrative
Agent.

     3. Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Credit Agreement.

                            [Signature Page Follows]



     IN WITNESS WHEREOF, the undersigned has executed this Notice of Account
Designation as of the date first above written.

                                        SUBURBAN PROPANE, L.P.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                    EXHIBIT D
                                       to
                  Third Amended and Restated Credit Agreement,
                          dated as of October 20, 2004,
                      (as amended by the First Amendment to
                   Third Amended and Restated Credit Agreement
                           dated as of March 17, 2005)
                                  by and among
                      Suburban Propane, L.P., as Borrower,
                           the Lenders party thereto,
                                       and
                      Wachovia Bank, National Association,
                             as Administrative Agent

                          FORM OF NOTICE OF PREPAYMENT



                              NOTICE OF PREPAYMENT

Wachovia Bank, National Association,
   as Administrative Agent
201 South College Street, CP-8
Charlotte, North Carolina 28288-0680
Attention: Syndication Agency Services

Ladies and Gentlemen:

     This irrevocable Notice of Prepayment is delivered to you by Suburban
Propane, L.P., a Delaware limited partnership (the "Borrower"), under Sections
3A.5 and 4.2(c) of the Third Amended and Restated Credit Agreement, dated as of
October 20, 2004 (as amended by the First Amendment dated as of March 17, 2005
and as further amended, restated or otherwise modified, the "Credit Agreement"),
by and among the Borrower, the Lenders party thereto and Wachovia Bank, National
Association, as Administrative Agent.

     1. The Borrower hereby provides notice to the Administrative Agent that the
Borrower shall repay the following [Revolving Credit Loans] and/or [Swingline
Loans] and/or [Term Loans] which are [Base Rate Loans] and/or [LIBOR Rate
Loans]: ____________________.(1)

     2. The Borrower shall repay the above-referenced Loans on the following
Business Day: _______________.(2)

     3. All capitalized undefined terms used herein have the meanings assigned
thereto in the Credit Agreement.

                            [Signature Page Follows]

- ----------
(1)  Complete with an amount in accordance with Section 3A.5 or Section 4.2 of
     the Credit Agreement.

(2)  Complete with a Business Day in accordance with Section 3A.5 or Section 4.2
     of the Credit Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment
as of the ____ day of _______, ____.

                                        SUBURBAN PROPANE, L.P.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                    EXHIBIT E
                                       to
                  Third Amended and Restated Credit Agreement,
                          dated as of October 20, 2004,
                      (as amended by the First Amendment to
                   Third Amended and Restated Credit Agreement
                           dated as of March 17, 2005)
                                  by and among
                      Suburban Propane, L.P., as Borrower,
                           the Lenders party thereto,
                                       and
                      Wachovia Bank, National Association,
                             as Administrative Agent

                    FORM OF NOTICE OF CONVERSION/CONTINUATION



                        NOTICE OF CONVERSION/CONTINUATION

Wachovia Bank, National Association,
   as Administrative Agent
201 South College Street, CP-8
Charlotte, North Carolina 28288-0680
Attn: Syndication Agency Services

Ladies and Gentlemen:

     This irrevocable Notice of Conversion/Continuation (the "Notice") is
delivered to you under Section 4.8 of the Third Amended and Restated Credit
Agreement, dated as of October 20, 2004 (as amended by the First Amendment dated
as of March 17, 2005 and as further amended, restated or otherwise modified, the
"Credit Agreement"), by and among Suburban Propane, L.P. (the "Borrower"), the
lenders party thereto and Wachovia Bank, National Association, as Administrative
Agent.

     1. This Notice of Conversion/Continuation is submitted for the purpose of:
(Complete applicable information.)

     (a)  [Converting] [Continuing] a [Revolving Credit Loan] [Term Loan] which
          is a ________ Loan [into] [as] a ________ Loan.(1)

     (b)  The aggregate outstanding principal balance of such Loan is
          $_______________.

     (c)  The last day of the current Interest Period for such Loan is
          ______________.(2)

     (d)  The principal amount of such Loan to be [converted] [continued] is
          $_______________.(3)

     (e)  The requested effective date of the [conversion] [continuation] of
          such Loan is _______________.(4)

     (f)  The requested Interest Period applicable to the [converted]
          [continued] Loan is _______________.(5)

     2. No Default or Event of Default exists, and none will exist upon the
conversion or continuation of the Loan requested herein.

- ----------
(1)  Delete the bracketed language and insert "Base Rate" or "LIBOR Rate", as
     applicable, in each blank.

(2)  Insert applicable date for any LIBOR Rate Loan being converted or
     continued.

(3)  Complete with an amount in compliance with Section 4.8 of the Credit
     Agreement.

(4)  Complete with a Business Day at least three (3) Business Days after the
     date of this Notice.

(5)  Complete for any LIBOR Rate Loan with an Interest Period in compliance with
     Section 4.7(b) of the Credit Agreement.



     3. The principal amount of all Loans [and L/C Obligations] outstanding as
of the date hereof does not exceed the maximum amount permitted to be
outstanding pursuant to the terms of the Credit Agreement.

     4. All of the conditions applicable to the conversion or continuation of
the Loan requested herein as set forth in the Credit Agreement have been
satisfied or waived as of the date hereof and will remain satisfied or waived to
the date of such Loan.

     5. All capitalized undefined terms used herein have the meanings assigned
thereto in the Credit Agreement.

                            [Signature Page Follows]



     IN WITNESS WHEREOF, the undersigned has executed this Notice of
Conversion/Continuation as of the ____ day of ______________, ______.

                                        SUBURBAN PROPANE, L.P.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                    EXHIBIT F
                                       to
                  Third Amended and Restated Credit Agreement,
                          dated as of October 20, 2004,
                      (as amended by the First Amendment to
                   Third Amended and Restated Credit Agreement
                           dated as of March 17, 2005)
                                  by and among
                      Suburban Propane, L.P., as Borrower,
                           the Lenders party thereto,
                                       and
                      Wachovia Bank, National Association,
                             as Administrative Agent

                    FORM OF OFFICER'S COMPLIANCE CERTIFICATE



                        OFFICER'S COMPLIANCE CERTIFICATE

     The undersigned, on behalf of Suburban Propane, L.P., a Delaware limited
partnership (the "Borrower"), hereby certifies to Wachovia Bank, National
Association, as Administrative Agent (the "Administrative Agent"), as follows:

     1. This Certificate is delivered to you pursuant to Section 7.2 of the
Third Amended and Restated Credit Agreement, dated as of October 20, 2004 (as
amended by the First Amendment dated as of March 17, 2005 and as further
amended, restated or otherwise modified, the "Credit Agreement"), by and among
the Borrower, the lenders party thereto (the "Lenders") and the Administrative
Agent. Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Credit Agreement.

     2. I have reviewed the financial statements of the Borrower and its
Subsidiaries dated as of _______________ and for the _______________ period[s]
then ended and such statements fairly present the financial condition of the
Borrower and its Subsidiaries as of the dates indicated and the results of its
operations and cash flows for the period[s] indicated.

     3. I have reviewed the terms of the Credit Agreement, the Notes and the
related Loan Documents and have made, or caused to be made under my supervision,
a review in reasonable detail of the transactions and the condition of the
Borrower and its Subsidiaries during the accounting period covered by the
financial statements referred to in Paragraph 2 above. Such review has not
disclosed the existence during or at the end of such accounting period of any
condition or event that constitutes a Default or an Event of Default, nor do I
have any knowledge of the existence of any such condition or event as of the
date of this Certificate [except, [if such condition or event existed or exists,
describe the nature and period of existence thereof and what action the Borrower
has taken, is taking and proposes to take with respect thereto]].

     4. I have reviewed the terms of the Senior Note Agreement, the Senior
Notes[, the Refinancing Note Agreement, the Refinancing Notes] and all related
documents and have made, or caused to be made under my supervision, a review in
reasonable detail of the transactions and the condition of the Borrower and its
Subsidiaries during the accounting period covered by the financial statements
referred to in Paragraph 2 above. Such review has not disclosed the existence
during or at the end of such accounting period of any condition or event that
constitutes, or would constitute with the passage of time, a Senior Note
Default, nor do I have any knowledge of the existence of any such condition or
event as of the date of this Certificate [except, [if such condition or event
existed or exists, describe the nature and period of existence thereof and what
action the Borrower has taken, is taking and proposes to take with respect
thereto]].

     5. The Applicable Margin and calculations determining such figure are set
forth on the attached Schedule 1 and the Borrower and its Subsidiaries are in
compliance with the covenants contained in Article IX of the Credit Agreement as
shown on such Schedule 1 (calculated on a pro forma basis to include any
Restricted Payment made or to be made pursuant



to Section 10.6(b) of the Credit Agreement) and the Borrower and its
Subsidiaries are in compliance with the other covenants and restrictions
contained in Articles VIII and X of the Credit Agreement.

     6. The calculation of Available Cash for the most recent fiscal quarter end
of the Borrower and its Subsidiaries is set forth on Schedule 2 attached hereto.

     [7. The most recent Cleandown Period selected by the Borrower pursuant to
Section 4.4 of the Credit Agreement was: from ________ to ____________.](1)

                            [Signature Page Follows]

- ----------
(1)  To be included for each quarter for which the Cleandown Period occurs.



     WITNESS the following signature as of the _____ day of ___________, _____.

                                        SUBURBAN PROPANE, L.P.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                   Schedule 1
                                       to
                        Officer's Compliance Certificate
                      Dated as of _____________ ___, _____

                                     PART 1

                       DETERMINATION OF APPLICABLE MARGIN

Leverage Ratio

     1.   EBITDA for the immediately preceding period of
          four consecutive fiscal quarters, i.e., the
          sum of the following for such period:

          a.   Consolidated net income (excluding any
               after-tax gains or losses attributable to
               asset sales not in the ordinary course of
               business during such period):               $_____________

          b.   plus the sum of the following, to the
               extent deducted in determining
               Consolidated net income:                    $_____________

               i.   income tax expense                     $_____________

               ii.  Interest Expense                       $_____________

               iii. depreciation and amortization
                    expense                                $_____________

               iv.  extraordinary losses during such
                    period                                 $_____________

               v.   the amount of any make whole or
                    premium paid in connection with the
                    prepayment of the Senior Notes and
                    the Refinancing Notes                  $_____________

               vi.  the amount of unamortized
                    origination costs with respect to
                    the Senior Notes and the Refinancing
                    Notes                                  $_____________

          c.   minus, to the extent added in determining
               Consolidated net income, extraordinary
               gains and other non-recurring gains:        $_____________



          EBITDA                                           $_____________

     2.   Total Indebtedness as of the end of such
          period                                           $_____________

     3.   Leverage Ratio (line 2 divided by line 1)               to 1.00
                                                           ______________



     4.   Applicable Margin level (circle appropriate
          level):

          Leverage Ratio                                        Level
          --------------                                        -----
          Greater than or equal to 4.25 to 1.00                   I

          Greater than or equal to 3.75 to 1.00, but
          less than 4.25 to 1.00                                 II

          Greater than or equal to 3.25 to 1.00, but
          less than 3.75 to 1.00                                 III

          Greater than or equal to 2.75 to 1.00, but
          less than 3.25 to 1.00                                 IV

          Less than 2.75 to 1.00                                  V



                                     PART 2

                        DETERMINATION OF COMPLIANCE WITH
                               FINANCIAL COVENANTS

                                                             ($ in 000s)

A.   Minimum Interest Coverage Ratio (Section 9.1)

     1.   EBITDA (from part 1, line 1)                     $_____________

     2.   Interest Expense for such period                 $_____________

     3.   Interest Coverage Ratio (divide line 1 by
          line 2)                                                 to 1.00
                                                           ______________

     4.   Minimum Interest Coverage Ratio                    2.50 to 1.00

B.   Maximum Leverage Ratio (Section 9.2)

     1.   Leverage Ratio (from part 1, line 3)                    to 1.00
                                                           ______________

     2.   Maximum Leverage Ratio                             4.00 to 1.00



                                   Schedule 2
                                       to
                        Officer's Compliance Certificate
                      Dated as of ___________ ____, _______

                         DETERMINATION OF AVAILABLE CASH

(a)  All cash and cash equivalents of the Borrower and
     its Subsidiaries                                                 $_________

(b)  Plus: All additional cash and cash equivalents of
     the Borrower and its Subsidiaries resulting from
     borrowings under Credit Agreement (including,
     without duplication, the amount of the Revolving
     Credit Commitment available to be borrowed on the
     date of determination)                                           $_________

(c)  Less: Cash reserves set by Board of Supervisors of
     the Borrower:                                                    ($_______)

(d)  Less: Reserves equal to the sum of:

     (i)  50% of the interest projected to be paid on
          the Loans outstanding or projected to be
          outstanding in the next succeeding fiscal
          quarter                                          $_______

     (ii) plus beginning with a date three fiscal
          quarters before a scheduled principal payment
          date on the Loans, 25% of the aggregate
          principal amount thereof due on any such
          payment date in the third succeeding fiscal
          quarter, 50% of the aggregate principal amount
          due on any such quarterly payment date in the
          second succeeding fiscal quarter and 75% of
          the aggregate principal amount due on any
          quarterly payment date in the next succeeding
          fiscal quarter                                   $_______

     (iii) plus the aggregate amount deemed not to
          constitute Designated Net Proceeds pursuant to
          the further proviso contained in the
          definition of "Designated Net Proceeds"          $_______

     (iv) less the amount of the Blocked Portion then in
          effect
                                                           ($_____)   ($_______)
                                                           --------   ----------

AVAILABLE CASH:                                                       $
                                                                      ==========



                                    EXHIBIT G
                                       to
                  Third Amended and Restated Credit Agreement,
                          dated as of October 20, 2004,
                      (as amended by the First Amendment to
                   Third Amended and Restated Credit Agreement
                           dated as of March 17, 2005)
                                  by and among
                      Suburban Propane, L.P., as Borrower,
                           the Lenders party thereto,
                                       and
                      Wachovia Bank, National Association,
                             as Administrative Agent

                        FORM OF ASSIGNMENT AND ASSUMPTION



                            ASSIGNMENT AND ASSUMPTION

     This Assignment and Assumption (the "Assignment and Assumption") is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as, the "Assigned Interest").
Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or
warranty by the Assignor.

1. Assignor: ___________________________________________

2. Assignee: ___________________________________________
             [and is an Affiliate of [identify Lender](1)]

3. Borrower: Suburban Propane, L.P.

- ----------
(1)  Select as applicable



4. Administrative Agent: Wachovia Bank, National Association, as the
administrative agent under the Credit Agreement

5. Credit Agreement: The Third Amended and Restated Credit Agreement dated as of
October 20, 2004 among Suburban Propane, L.P., the Lenders parties thereto,
Wachovia Bank, National Association, as Administrative Agent, and the other
agents parties thereto, as amended by the First Amendment dated as of March 17,
2005.

6. Assigned Interest:

- ------------------------------------------------------------------------
              Aggregate Amount
               of Commitment/         Amount of      Percentage Assigned
 Facility      Loans for all        Commitment/        of Commitment/
Assigned(2)      Lenders(3)      Loans Assigned(3)        Loans(4)
- ------------------------------------------------------------------------
              $                  $                        %
- ------------------------------------------------------------------------
              $                  $                        %
- ------------------------------------------------------------------------
              $                  $                        %
- ------------------------------------------------------------------------

[7. Trade Date: ______________](5)

- ----------
(2) Fill in the appropriate terminology for the types of facilities under the
Credit Agreement that are being assigned under this Assignment (e.g. "Revolving
Credit Commitment," "Term Loan Commitment", etc.)

(3) Amount to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.

(4) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.

(5) To be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.



Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                            ASSIGNOR:
                                            [NAME OF ASSIGNOR]


                                            By:
                                                --------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------


                                            ASSIGNEE:
                                            [NAME OF ASSIGNEE]


                                            By:
                                                --------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------

[Consented to and](6) Accepted:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent


By:
    ---------------------------------
   Name:
         ----------------------------
   Title:
          ---------------------------

[Consented to:](7)


SUBURBAN PROPANE, L.P.


By:
    ---------------------------------
   Name:
         ----------------------------
   Title:
          ---------------------------

- ----------
(6) To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.

(7) To be added only if the consent of the Borrower is required by the terms of
the Credit Agreement.



                                            ANNEX 1 to Assignment and Assumption

  The Third Amended and Restated Credit Agreement dated as of October 20, 2004
   among Suburban Propane, L.P., the Lenders parties thereto, Wachovia Bank,
   National Association, as Administrative Agent, and the other agents parties
     thereto, as amended by the First Amendment dated as of March 17, 2005.

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

          1. Representations and Warranties.

          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Loan Documents or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or observance
by the Borrower, any of its Subsidiaries or Affiliates or any other Person of
any of their respective obligations under any Loan Document.

          1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iv)
it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 7.1 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached to the Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in
accordance with



their terms all of the obligations that by the terms of the Loan Documents are
required to be performed by it as a Lender.

          2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts that have accrued to but excluding the Effective Date and to the
Assignee for amounts that have accrued from and after the Effective Date.

          3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.



                                    EXHIBIT H
                                       to
                  Third Amended and Restated Credit Agreement,
                          dated as of October 20, 2004,
                      (as amended by the First Amendment to
                   Third Amended and Restated Credit Agreement
                           dated as of March 17, 2005)
                                  by and among
                      Suburban Propane, L.P., as Borrower,
                           the Lenders party thereto,
                                       and
                      Wachovia Bank, National Association,
                             as Administrative Agent

                           FORM OF GUARANTY AGREEMENT



                 SECOND AMENDED AND RESTATED GUARANTY AGREEMENT

     THIS SECOND AMENDED AND RESTATED GUARANTY AGREEMENT (this "Guaranty"),
dated as of October 20, 2004 made by each of the entities listed on the
signature pages hereto (the "Guarantors"), in favor of WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, as Administrative Agent (the
"Administrative Agent"), for the ratable benefit of itself and the financial
institutions (the "Lenders") that are, or may from time to time become, parties
to the Credit Agreement (as hereinafter defined).

                              STATEMENT OF PURPOSE

     Pursuant to the terms of the Third Amended and Restated Credit Agreement
(as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), dated as of the date hereof by and among Suburban Propane,
L.P. (the "Borrower"), the Lenders, and the Administrative Agent, the Lenders
extended certain credit facilities to the Borrower as more particularly
described therein. The Guarantors are Subsidiaries of the Borrower and the
Guarantors and the Borrower comprise one integrated financial enterprise. All
Loans to the Borrower will inure, directly or indirectly, to the benefit of each
of the Guarantors.

     In connection with the transactions contemplated by the Credit Agreement,
the Lenders have requested, and each of the Guarantors has agreed to execute and
deliver, this Guaranty.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, and to induce the Lenders to continue to make available Loans
pursuant to the Credit Agreement, it is agreed as follows:

     SECTION 1. Definitions. Capitalized terms used herein (including the
preamble hereof) shall have the meanings assigned to them in the Credit
Agreement, unless the context otherwise requires or unless otherwise defined
herein. References in the Credit Agreement to a "Guaranty Agreement" or herein
to this "Guaranty" shall include and mean this Guaranty, including all
amendments and supplements hereto now or hereafter in effect.

     SECTION 2. Guaranty of Obligations of the Borrower. Each Guarantor hereby,
jointly and severally with each other Guarantor, unconditionally guarantees to
the Administrative Agent for the ratable benefit of itself, the Lenders, and
their respective successors, endorsees, transferees and assigns, the prompt
payment (whether at stated maturity, by acceleration or otherwise) and
performance of all Obligations of the Borrower, whether primary or secondary
(whether by way of endorsement or otherwise), whether now existing or hereafter
arising, whether or not from time to time reduced or extinguished (except by
payment thereof) or hereafter increased or incurred, whether or not recovery may
be or hereafter become barred by the statute of limitations, whether enforceable
or unenforceable as against the Borrower, whether or not discharged, stayed or
otherwise affected by any bankruptcy, insolvency or other similar law or
proceeding, whether created directly with the Administrative Agent or any Lender
or acquired by the Administrative Agent or any Lender through assignment,
endorsement or otherwise, whether matured or unmatured, whether joint or
several, as and when the same become due and payable (whether at


                                       2



maturity or earlier, by reason of acceleration, mandatory repayment or
otherwise), in accordance with the terms of any such instruments evidencing any
such obligations, including all renewals, extensions or modifications thereof
(all Obligations of the Borrower to the Administrative Agent or any Lender,
including all of the foregoing, being hereinafter collectively referred to as
the "Guaranteed Obligations"); provided, that notwithstanding anything to the
contrary contained herein, it is the intention of each Guarantor and the Lenders
that, in any proceeding involving the bankruptcy, reorganization, arrangement,
adjustment of debts, relief of debtors, dissolution or insolvency or any similar
proceeding with respect to any Guarantor or its assets, the amount of such
Guarantor's obligations with respect to the Guaranteed Obligations shall be in,
but not in excess of, the maximum amount thereof not subject to avoidance or
recovery by operation of applicable law governing bankruptcy, reorganization,
arrangement, adjustment of debts, relief of debtors, dissolution, insolvency,
fraudulent transfers or conveyances or other similar laws (including, without
limitation, 11 U.S.C. Section 547, Section 548, Section 550 and other
"avoidance" provisions of Title 11 of the United States Code), applicable in any
such proceeding to such Guarantor and this Guaranty (collectively, "Applicable
Insolvency Laws"). To that end, but only in the event and to the extent that
such Guarantor's obligations with respect to the Guaranteed Obligations or any
payment made pursuant to the Guaranteed Obligations would, but for the operation
of the foregoing proviso, be subject to avoidance or recovery in any such
proceeding under Applicable Insolvency Laws, the amount of such Guarantor's
obligations with respect to the Guaranteed Obligations shall be limited to the
largest amount which, after giving effect thereto, would not, under Applicable
Insolvency Laws, render such Guarantor's obligations with respect to such
Guaranteed Obligations unenforceable or avoidable or otherwise subject to
recovery under Applicable Insolvency Laws. To the extent any payment actually
made pursuant to the Guaranteed Obligations exceeds the limitation of the
foregoing proviso and is otherwise subject to avoidance and recovery in any such
proceeding under Applicable Insolvency Laws, the amount subject to avoidance
shall in all events be limited to the amount by which such actual payment
exceeds such limitation and the Guaranteed Obligations as limited by the
foregoing proviso shall in all events remain in full force and effect and be
fully enforceable against such Guarantor. The foregoing proviso is intended
solely to preserve the rights of the Administrative Agent hereunder against such
Guarantor in such proceeding to the maximum extent permitted by Applicable
Insolvency Laws and neither such Guarantor, the Borrower, any other Guarantor
nor any other Person shall have any right or claim under such proviso that would
not otherwise be available under Applicable Insolvency Laws in such proceeding.

     SECTION 3. Nature of Guaranty. Each Guarantor agrees that this Guaranty is
a continuing, unconditional guaranty of payment and performance and not of
collection, and that its obligations under this Guaranty shall be primary,
absolute and unconditional, irrespective of, and unaffected by:

          (a) the genuineness, validity, regularity, enforceability or any
     future amendment of, or change in, the Credit Agreement or any other Loan
     Document or any other agreement, document or instrument to which the
     Borrower or any Subsidiary thereof is or may become a party;

          (b) any structural change in, restructuring of or other similar change
     of the Borrower or any of its Subsidiaries (including, without limitation,
     each Guarantor);


                                       3



          (c) the absence of any action to enforce this Guaranty, the Credit
     Agreement or any other Loan Document or the waiver or consent by the
     Administrative Agent or any Lender with respect to any of the provisions of
     this Guaranty, the Credit Agreement or any other Loan Document;

          (d) the existence, value or condition of, or failure to perfect its
     Lien against, any security for or other guaranty of the Guaranteed
     Obligations or any action, or the absence of any action, by the
     Administrative Agent or any Lender in respect of such security or guaranty
     (including, without limitation, the release of any such security or
     guaranty); or

          (e) any other action or circumstances which might otherwise constitute
     a legal or equitable discharge or defense of a surety or guarantor;

it being agreed by each Guarantor that, subject to the proviso in Section 2
hereof, its obligations under this Guaranty shall not be discharged until the
final and indefeasible payment and performance, in full, of the Guaranteed
Obligations and the termination of the Commitments. To the extent permitted by
law, each Guarantor expressly waives all rights it may now or in the future have
under any statute, or at law or in equity, or otherwise, to compel the
Administrative Agent or any Lender to proceed in respect of the Guaranteed
Obligations against the Borrower or any other party or against any security for
or other guaranty of the payment and performance of the Guaranteed Obligations
before proceeding against, or as a condition to proceeding against, such
Guarantor. To the extent permitted by law, each Guarantor further expressly
waives and agrees not to assert or take advantage of any defense based upon the
failure of the Administrative Agent or any Lender to commence an action in
respect of the Guaranteed Obligations against the Borrower, such Guarantor, any
other guarantor or any other party or any security for the payment and
performance of the Guaranteed Obligations. Each Guarantor agrees that any notice
or directive given at any time to the Administrative Agent or any Lender which
is inconsistent with the waivers in the preceding two sentences shall be null
and void and may be ignored by the Administrative Agent or Lender, and, in
addition, may not be pleaded or introduced as evidence in any litigation
relating to this Guaranty for the reason that such pleading or introduction
would be at variance with the written terms of this Guaranty, unless the
Administrative Agent and the Required Lenders have specifically agreed otherwise
in writing. The foregoing waivers are of the essence of the transaction
contemplated by the Loan Documents and, but for this Guaranty and such waivers,
the Administrative Agent and Lenders would decline to enter into the Credit
Agreement.

     SECTION 4. Demand by the Administrative Agent. In addition to the terms set
forth in Section 3, and in no manner imposing any limitation on such terms, if
all or any portion of the then outstanding Guaranteed Obligations under the
Credit Agreement are declared to be immediately due and payable, then the
Guarantors shall, upon demand in writing therefor by the Administrative Agent to
the Guarantors, pay all or such portion of the outstanding Guaranteed
Obligations then declared due and payable. Payment by the Guarantors shall be
made to the Administrative Agent, to be credited and applied upon the Guaranteed
Obligations, in immediately available federal funds to an account designated by
the Administrative Agent or at the address referenced herein for the giving of
notice to the Administrative Agent or at any other address that may be specified
in writing from time to time by the Administrative Agent.


                                       4



     SECTION 5. Waivers. In addition to the waivers contained in Section 3, each
Guarantor, to the extent permitted by law, waives and agrees that it shall not
at any time insist upon, plead or in any manner whatever claim or take the
benefit or advantage of, any appraisal, valuation, stay, extension, marshalling
of assets or redemption laws, or exemption, whether now or at any time hereafter
in force, which may delay, prevent or otherwise affect the performance by such
Guarantor of its obligations under, or the enforcement by the Administrative
Agent or the Lenders of, this Guaranty. Each Guarantor further hereby waives
diligence, presentment, demand, protest and notice of whatever kind or nature
with respect to any of the Guaranteed Obligations and waives the benefit of all
provisions of law which are or might be in conflict with the terms of this
Guaranty. Each Guarantor represents, warrants and agrees that its obligations
under this Guaranty are not and shall not be subject to any counterclaims,
offsets or defenses of any kind against the Administrative Agent, the Lenders or
the Borrower whether now existing or which may arise in the future.

     SECTION 6. Benefits of Guaranty. The provisions of this Guaranty are for
the benefit of the Administrative Agent, the Lenders and their respective
successors, transferees, endorsees and assigns, and nothing herein contained
shall impair, as between the Borrower, the Administrative Agent and the Lenders,
the obligations of the Borrower under the Loan Documents. In the event all or
any part of the Guaranteed Obligations are transferred, endorsed or assigned by
the Administrative Agent or any Lender to any Person or Persons, any reference
to an "Administrative Agent", or "Lender" herein shall be deemed to refer
equally to such Person or Persons.

     SECTION 7. Modification of Loan Documents etc. If the Administrative Agent
or the Lenders shall at any time or from time to time, with or without the
consent of, or notice to, the Guarantors:

          (a) change or extend the manner, place or terms of payment of, or
     renew or alter all or any portion of, the Guaranteed Obligations;

          (b) take any action under or in respect of the Loan Documents in the
     exercise of any remedy, power or privilege contained therein or available
     to it at law, in equity or otherwise, or waive or refrain from exercising
     any such remedies, powers or privileges;

          (c) amend or modify, in any manner whatsoever, the Loan Documents;

          (d) extend or waive the time for performance by any Guarantor, any
     other guarantor, the Borrower or any other Person of, or compliance with,
     any term, covenant or agreement on its part to be performed or observed
     under a Loan Document (other than this Guaranty), or waive such performance
     or compliance or consent to a failure of, or departure from, such
     performance or compliance;

          (e) take and hold security or collateral for the payment of the
     Guaranteed Obligations or sell, exchange, release, dispose of, or otherwise
     deal with, any property pledged, mortgaged or conveyed, or in which the
     Administrative Agent or the Lenders have been granted a Lien, to secure any
     Indebtedness of any Guarantor, any other guarantor or the Borrower to the
     Administrative Agent or the Lenders;


                                       5



          (f) release anyone who may be liable in any manner for the payment of
     any amounts owed by any Guarantor, any other guarantor or the Borrower to
     the Administrative Agent or any Lender;

          (g) modify or terminate the terms of any intercreditor or
     subordination agreement pursuant to which claims of other creditors of any
     Guarantor, any other guarantor or the Borrower are subordinated to the
     claims of the Administrative Agent or any Lender; or

          (h) apply any sums by whomever paid or however realized to any amounts
     owing by any Guarantor, any other guarantor or the Borrower to the
     Administrative Agent or any Lender in such manner as the Administrative
     Agent or any Lender shall determine in its reasonable discretion;

then neither the Administrative Agent nor any Lender shall incur any liability
to any Guarantor as a result thereof, and no such action shall impair or release
the obligations of any Guarantor under this Guaranty.

     SECTION 8. Reinstatement. Each Guarantor agrees that, if any payment made
by the Borrower or any other Person applied to the Obligations is at any time
annulled, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be refunded or repaid or the proceeds of
any collateral are required to be refunded by the Administrative Agent or any
Lender to the Borrower, its estate, trustee, receiver or any other party,
including, without limitation, any Guarantor, under any Applicable Law or
equitable cause, then, to the extent of such payment or repayment, each
Guarantor's liability hereunder (and any Lien securing such liability) shall be
and remain in full force and effect, as fully as if such payment had never been
made, and, if prior thereto, this Guaranty shall have been canceled or
surrendered (and if any Lien or collateral securing such Guarantor's liability
hereunder shall have been released or terminated by virtue of such cancellation
or surrender), this Guaranty (and such Lien) shall be reinstated in full force
and effect, and such prior cancellation or surrender shall not diminish,
release, discharge, impair or otherwise affect the obligations of such Guarantor
in respect of the amount of such payment (or any Lien securing such obligation).

     SECTION 9. Representations and Warranties. To induce the Lenders to execute
the Credit Agreement and make any Loans, each Guarantor hereby represents and
warrants that:

          (a) such Guarantor has the corporate right, power and authority to
     execute, deliver and perform this Guaranty and has taken all necessary
     corporate action to authorize its execution, delivery and performance of,
     this Guaranty;

          (b) this Guaranty constitutes the legal, valid and binding obligation
     of such Guarantor enforceable in accordance with its terms, except as
     enforceability may be limited by bankruptcy, insolvency, reorganization,
     moratorium or similar laws affecting the enforcement of creditors' rights
     generally and by the availability of equitable remedies;


                                       6



          (c) the execution, delivery and performance of this Guaranty will not
     violate any provision of any Applicable Law or material contractual
     obligation of such Guarantor and will not result in the creation or
     imposition of any Lien upon or with respect to any property or revenues of
     such Guarantor;

          (d) no consent or authorization of, filing with, or other act by or in
     respect of, any arbitrator or Governmental Authority and no consent of any
     other Person (including, without limitation, any stockholder or creditor of
     such Guarantor), is required in connection with the execution, delivery,
     performance, validity or enforceability of this Guaranty;

          (e) no actions, suits or proceedings before any arbitrator or
     Governmental Authority are pending or, to the knowledge of such Guarantor,
     threatened by or against such Guarantor or against any of its properties
     with respect to this Guaranty or any of the transactions contemplated
     hereby;

          (f) such Guarantor has such title to the real property owned by it and
     a valid leasehold interest in the real property leased by it, and has good
     and marketable title to all of its personal property sufficient to carry on
     its business free of any and all Liens of any type whatsoever, except those
     permitted by Section 10.2 of the Credit Agreement; and

          (g) as of the Closing Date, such Guarantor (i) has capital sufficient
     to carry on its business and transactions and all business and transactions
     in which it engages and is able to pay its debts as they mature, (ii) owns
     property having a value, both at fair valuation and at present fair
     saleable value, greater than the amount required to pay its probable
     liabilities (including contingencies) and (iii) does not believe that it
     will incur debts or liabilities beyond its ability to pay such debts or
     liabilities as they mature.

     SECTION 10. Remedies.

     (a) Upon the occurrence of any Event of Default, with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, enforce against the Guarantors
their respective obligations and liabilities hereunder and exercise such other
rights and remedies as may be available to the Administrative Agent hereunder,
under the Loan Documents or otherwise.

     (b) No right or remedy herein conferred upon the Administrative Agent is
intended to be exclusive of any other right or remedy contained herein or in any
other Loan Document or otherwise, and every such right or remedy contained
herein and therein or now or hereafter existing at law, or in equity, or by
statute, or otherwise shall be cumulative. The Required Lenders may instruct the
Administrative Agent to pursue, or refrain from pursuing, any remedy available
to the Administrative Agent at such times and in such order as the Required
Lenders shall determine, and the Required Lenders' election as to such remedies
shall not impair any remedies against any Guarantor not then exercised. In
addition, any election of remedies which results in the denial or impairment of
the right of the Administrative Agent to seek a deficiency judgment against the
Borrower shall not impair any Guarantor's obligation to pay the full amount of
the Guaranteed Obligations.


                                       7



     SECTION 11. No Subrogation. Notwithstanding any payment or payments by any
of the Guarantors hereunder, or any set-off or application of funds of any of
the Guarantors by the Administrative Agent or any Lender, or the receipt of any
amounts by the Administrative Agent or any Lender with respect to any of the
Guaranteed Obligations, none of the Guarantors shall be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against the Borrower or any of the other Guarantors or against any collateral
security held by the Administrative Agent or any Lender for the payment of the
Guaranteed Obligations nor shall any of the Guarantors seek any reimbursement
from the Borrower or any of the other Guarantors in respect of payments made by
such Guarantor in connection with the Guaranteed Obligations, until all amounts
owing to the Administrative Agent and the Lenders on account of the Guaranteed
Obligations are paid in full and the Commitments are terminated. If any amount
shall be paid to any Guarantor on account of such subrogation rights at any time
when all of the Guaranteed Obligations shall not have been paid in full, such
amount shall be held by such Guarantor in trust for the Administrative Agent,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the Administrative Agent in the exact form
received by such Guarantor (duly endorsed by such Guarantor to the
Administrative Agent, if required) to be applied against the Guaranteed
Obligations, whether matured or unmatured, in such order as set forth in the
Credit Agreement.

     SECTION 12. Miscellaneous.

     (a) Entire Agreement; Amendments. This Guaranty, together with the other
Loan Documents, constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements with
respect to the subject matter hereof and may not be amended or supplemented
except by a writing signed by each Guarantor and the Administrative Agent,
consented to by such Lenders as required by Section 13.12 of the Credit
Agreement.

     (b) Headings. Titles and captions of sections and subsections in this
Guaranty are for convenience of reference only, and neither limit or amplify the
provisions of this Guaranty.

     (c) Severability. In the event that any one or more of the provisions
contained in this Guaranty shall be determined to be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision or provisions in every other respect and
the remaining provisions of this Guaranty shall not be in any way impaired.

     (d) Notices. All notices and communications hereunder shall be given in
accordance with Section 13.1 of the Credit Agreement.

     (e) Binding Effect. This Guaranty shall bind each Guarantor and shall inure
to the benefit of the Administrative Agent, the Lenders and their respective
successors and assigns. No Guarantor may assign this Guaranty or delegate any of
its duties hereunder, other than in connection with the merger of such Guarantor
into such other Person as permitted by Section 10.5 of the Credit Agreement.


                                       8



     (f) Non-Waiver. The failure of the Administrative Agent or any Lender to
enforce any right or remedy hereunder, or promptly to enforce any such right or
remedy, shall not constitute a waiver thereof, nor give rise to any estoppel
against the Administrative Agent or any Lender, nor excuse any Guarantor from
its obligations hereunder. Any waiver of any such right or remedy by the Lenders
must be in writing and signed by the Required Lenders.

     (g) Termination. This Guaranty shall terminate and be of no further force
or effect on the date when the Guaranteed Obligations have been indefeasibly
paid in full and the Commitments terminated.

     (h) Governing Law. This Guaranty shall be governed by and construed and
enforced in accordance with the laws of the State of New York.

     (i) Consent to Jurisdiction. Each Guarantor hereby irrevocably consents to
the personal jurisdiction of the state and federal courts located in New York
County, New York, in any action, claim or other proceeding arising out of any
dispute in connection with this Guaranty, any rights or obligations hereunder,
or the performance of such rights and obligations. Each Guarantor hereby
irrevocably consents to the service of a summons and complaint and other process
in any action, claim or proceeding brought by the Administrative Agent or any
Lender in connection with this Guaranty, any rights or obligations hereunder, or
the performance of such rights and obligations, on behalf of itself or its
property, in the manner referenced in Section 12(d). Nothing in this Section
12(i) shall affect the right of the Administrative Agent or any Lender to serve
legal process in any other manner permitted by Applicable Law or affect the
right of the Administrative Agent or any Lender to bring any action or
proceeding against any Guarantor or its properties in the courts of any other
jurisdictions.

     (j) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
ADMINISTRATIVE AGENT, EACH LENDER AND EACH GUARANTOR HEREBY IRREVOCABLY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR
OTHER PROCEEDING OR CONTROVERSY ARISING OUT OF, CONNECTED WITH OR RELATING TO
THIS GUARANTY OR ANY OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER
OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

     (k) Limitation of Liability. Neither the Administrative Agent, the Lenders
nor any Affiliate thereof shall have any liability with respect to, and each
Guarantor hereby waives, releases and agrees not to sue upon, any claim for any
special, indirect, punitive, exemplary or consequential damages suffered by such
Guarantor in connection with, arising out of, or in any way related to this
Guaranty and the other Loan Documents, the transactions contemplated herein or
therein, or any act, omission or event occurring in connection herewith or
therewith.

     (l) Expenses. The Guarantors agree that they will reimburse the
Administrative Agent and each Lender for all reasonable out-of-pocket expenses
(including reasonable attorneys' fees and expenses) incurred by the
Administrative Agent or such Lender in connection with the enforcement of the
obligations of the Guarantors under this Guaranty and any other Loan Documents
and all


                                       9



reasonable out-of-pocket expenses (including reasonable attorneys' fees and
expenses) incurred by the Administrative Agent in connection with the amendment
or modification of this Guaranty.

     (m) Indemnities. Each Guarantor agrees to hold the Administrative Agent and
the Lenders harmless from and against all losses suffered by the Administrative
Agent and the Lenders in connection with (i) the exercise by the Administrative
Agent or the Lenders of any right or remedy granted to them under this Guaranty,
(ii) any claim, and the prosecution or defense thereof, arising out of or in any
way connected with this Guaranty, and (iii) the collection or enforcement of the
Obligations, the Guaranteed Obligations or any of them; provided, that such
Guarantor shall not be obligated to reimburse the Administrative Agent or the
Lenders for costs and expenses, or indemnify the Administrative Agent or the
Lenders for any loss, resulting from the gross negligence or willful misconduct
of the Administrative Agent or the Lenders. Notwithstanding any termination of
this Guaranty, the indemnities to which the Administrative Agent and Lenders are
entitled under this Guaranty shall continue in full force and effect and shall
protect the Administrative Agent and the Lenders against events arising after
such termination as well as before.

                            [Signature Pages Follow]


                                       10



     IN WITNESS WHEREOF, each of the Guarantors has executed and delivered this
Guaranty under seal as of the date first above written.

                                        SUBURBAN PROPANE GAS CORPORATION
                                        PARGAS, INC.
                                        VANGAS, INC.
                                        PLATEAU, INC.
                                        GAS CONNECTION, INC.
                                        SUBURBAN @ HOME, INC.
                                        SUBURBAN HOLDINGS, INC.
                                        SUBURBAN FRANCHISING, INC.
                                        SUBURBAN @ HOME HOLDINGS, INC.
                                        SUBURBAN PLUMBING NEW JERSEY, LLC

                                        Each of the above,


                                        By:
                                            ------------------------------------
                                            Name: Robert M. Plante
                                            Title: Vice President, Finance

                                        SUBURBAN HEATING OIL PARTNERS, LLC
                                        AGWAY ENERGY SERVICES, LLC
                                        SUBURBAN ALBANY PROPERTY, LLC
                                        SUBURBAN BUTLER MONROE STREET PROPERTY,
                                           LLC
                                        SUBURBAN CANTON BUCK STREET PROPERTY,
                                           LLC
                                        SUBURBAN CANTON ROUTE 11 PROPERTY, LLC
                                        SUBURBAN CHAMBERSBURG FIFTH AVENUE
                                           PROPERTY, LLC
                                        SUBURBAN COLONIE PROPERTY LLC
                                        SUBURBAN ELLENBURG DEPOT PROPERTY, LLC
                                        SUBURBAN GETTYSBURG PROPERTY, LLC

                                        Each of the above,

                                        By: GAS CONNECTION, INC., as Manager


                                        By:
                                            ------------------------------------
                                            Name: A. Davin D'Ambrosio
                                            Title: Treasurer

[Second Amended and Restated Guaranty Agreement]



                                        SUBURBAN LEWISTOWN PROPERTY, LLC
                                        SUBURBAN MA SURPLUS PROPERTY, LLC
                                        SUBURBAN MARCY PROPERTY, LLC
                                        SUBURBAN MIDDLETOWN NORTH STREET
                                           PROPERTY, LLC
                                        SUBURBAN NEW MILFORD SMITH STREET
                                           PROPERTY, LLC
                                        SUBURBAN NJ PROPERTY ACQUISITIONS, LLC
                                        SUBURBAN NJ SURPLUS PROPERTY, LLC
                                        SUBURBAN NY PROPERTY ACQUISITIONS, LLC
                                        SUBURBAN NY SURPLUS PROPERTY, LLC
                                        SUBURBAN PA PROPERTY ACQUISITIONS, LLC
                                        SUBURBAN PA SURPLUS PROPERTY, LLC
                                        SUBURBAN ROCHESTER PROPERTY, LLC
                                        SUBURBAN SODUS PROPERTY, LLC
                                        SUBURBAN TEMPLE PROPERTY, LLC
                                        SUBURBAN TONAWANDA PLANT PROPERTY, LLC
                                        SUBURBAN TOWANDA PROPERTY, LLC
                                        SUBURBAN VERBANK PROPERTY, LLC
                                        SUBURBAN VINELAND PROPERTY, LLC
                                        SUBURBAN VT PROPERTY ACQUISITIONS, LLC
                                        SUBURBAN WALTON PROPERTY, LLC
                                        SUBURBAN WASHINGTON PROPERTY, LLC

                                        Each of the above,

                                        By: GAS CONNECTION, INC., as Manager


                                        By:
                                            ------------------------------------
                                            Name: A. Davin D'Ambrosio
                                            Title: Treasurer

                                        SUBURBAN PIPELINE LLC

                                        By: SUBURBAN PROPANE, L.P. as Manager


                                        By:
                                            ------------------------------------
                                            Name: A. Davin D'Ambrosio
                                            Title: Treasurer

[Second Amended and Restated Guarantee Agreement]



                   UNCONDITIONAL GUARANTY AGREEMENT SUPPLEMENT

     UNCONDITIONAL GUARANTY AGREEMENT SUPPLEMENT, dated as of __________, (the
"Supplement"), made by [INSERT NAME OF NEW SUBSIDIARY], a ____________________
(the "New Guarantor"), in favor of Wachovia Bank, National Association, as agent
(in such capacity, the "Administrative Agent") under the Credit Agreement (as
defined in the Guaranty Agreement referred to below) for the ratable benefit of
itself and the Lenders.

     1. Reference is hereby made to the Second Amended and Restated Guaranty
Agreement dated as of October 20, 2004, made by certain Subsidiaries of Suburban
Propane, L.P. party thereto (the "Guarantors"), as guarantors, in favor of the
Administrative Agent for the ratable benefit of the Lenders referred to therein
(as amended, restated, supplemented or otherwise modified as of the date hereof,
the "Guaranty Agreement"). This Supplement supplements the Guaranty Agreement,
forms a part thereof and is subject to the terms thereof. Capitalized terms used
and not defined herein shall have the meanings given thereto or referenced in
the Guaranty Agreement.

     2. The New Guarantor hereby agrees to unconditionally guarantee to the
Administrative Agent for the ratable benefit of itself, the Lenders and their
respective successors, endorsees, transferees and assigns, the prompt payment
(whether at stated maturity, by acceleration or otherwise) and performance of
all Obligations of the Borrower to the same extent and upon the same terms and
conditions as are contained in the Guaranty Agreement.

     3. The New Guarantor hereby agrees that it is a party to the Guaranty
Agreement as if a signatory thereto on the Closing Date of the Credit Agreement,
and the New Guarantor shall comply with all of the terms, covenants, conditions
and agreements and hereby makes each representation and warranty, in each case
set forth therein. The New Guarantor agrees that the "Guaranty Agreement" or
"Guaranty" as used therein or in any other Loan Documents shall mean the
Guaranty Agreement as supplemented hereby.

     4. The New Guarantor hereby acknowledges it has received a copy of the
Guaranty Agreement and that it has read and understands the terms thereof.

     IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered under seal as of the date first above written.

                                        [INSERT NAME OF NEW SUBSIDIARY]


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------

EX-99.1

[SUBURBAN PROPANE LOGO]                                             NEWS RELEASE
                                                       Contact: Robert M. Plante
                                        Vice President & Chief Financial Officer
                                           P.O. Box 206, Whippany, NJ 07981-0206
                                                             Phone: 973-503-9252

FOR IMMEDIATE RELEASE

               SUBURBAN PROPANE PARTNERS, L.P. CLOSES SENIOR NOTE
                            REFINANCING TRANSACTIONS

WHIPPANY, NEW JERSEY, MARCH 31, 2005 -- Suburban Propane Partners, L.P. (NYSE:
SPH) (the "Partnership"), a marketer of propane gas, fuel oil and related
products and services nationwide, today announced that it closed its previously
announced refinancing (the "Refinancing") of $297.5 million outstanding
aggregate principal amount of 7.54% senior notes due 2011 and $42.5 million
outstanding aggregate principal amount of 7.37% senior notes due 2012 (the
"Redeemed Notes") issued by Suburban Propane, L.P. (the "Operating
Partnership"). The Partnership received proceeds of approximately $248 million,
net of a discount on sale, from the issuance of $250 million aggregate principal
amount of 6.875% senior notes due 2013 (the "Senior Notes") which were issued as
additional notes under the Partnership's existing indenture. In addition, the
Operating Partnership borrowed $125 million under the previously announced
amendment to its existing bank credit facility (the "Amendment").

The total proceeds of approximately $371 million, net of commissions and bank
fees, together with cash of approximately $7.3 million, were used to prepay the
Redeemed Notes, including a prepayment premium of approximately $31.9 million
and interest accrued on the Redeemed Notes of approximately $6.4 million from
the last interest payment date through the date of redemption.

The Redeemed Notes required an annual principal repayment of $42.5 million
through 2012. The Refinancing replaces the annual cash requirement for principal
amortization with the $125 million five-year term loan facility provided under
the Amendment and the $250 million of Senior Notes, significantly extending the
Partnership's debt maturities and eliminating refinancing risk associated with
the amortization of the Redeemed Notes. The Refinancing is expected to reduce
the Partnership's annual interest expense for at least the next five years. The
Partnership will record a one-time charge of approximately $36.1 million during
the third quarter of fiscal 2005 as a result of the Refinancing to reflect the
loss on debt extinguishment associated with the prepayment premium and the
write-off of $4.2 million of unamortized bond issuance costs associated with the
Redeemed Notes.

In announcing the closing of the Refinancing, Vice President and Chief Financial
Officer Robert M. Plante said, "The recent historically low interest rate
environment has provided us a unique opportunity to further improve our leverage
profile by significantly extending our debt maturities, while at the same time
reducing our annual interest expense and eliminating certain restrictive
covenants. We are very pleased with the results of this refinancing and the
support received from our lenders and senior note investors."


                                   -- more --



The Senior Notes issued in this offering have not been registered under the
Securities Act of 1933 or applicable state securities laws, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state laws. This press release shall not constitute an offer to sell
or a solicitation of an offer to buy the Senior Notes nor shall there be any
sale of Senior Notes in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction.

Suburban Propane Partners, L.P. is a publicly traded Master Limited Partnership
listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey,
Suburban has been continuously engaged in the retail propane business since
1928. The Partnership serves the energy needs of approximately 1,000,000
residential, commercial, industrial and agricultural customers through more than
370 customer service centers in 30 states.


                                      # # #