Note Agreement

National Propane Corporation,





                                                  

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                          NATIONAL PROPANE CORPORATION,
                           NATIONAL PROPANE SGP, INC.
                                       AND
                             NATIONAL PROPANE, L.P.


                                  $125,000,000
                  8.54% First Mortgage Notes due June 30, 2010

                     (Private Placement Number: 63725# AA 6)

                            -------------------------

                                 NOTE AGREEMENT
                            -------------------------


                            Dated as of June 26, 1996


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                                TABLE OF CONTENTS


Section                                                             Page


1.  AUTHORIZATION OF INITIAL NOTES AND NOTES...........................1

2.  SALE AND PURCHASE OF INITIAL NOTES AND ISSUANCE OF
    NOTES..............................................................2

3.  CLOSING............................................................3

4.  CONDITIONS TO CLOSING..............................................3
    4.1.   Representations and Warranties..............................3
    4.2.   Performance; No Default.....................................4
    4.3.   Compliance Certificates.....................................4
    4.4.   Opinions of Counsel.........................................4
    4.5.   Legal Investment............................................5
    4.6.   Trust Agreement.............................................6
    4.7.   Security Documents..........................................6
    4.8.   Conveyance; Recordation; Taxes, etc.........................7
    4.9.   Operative Agreements........................................7
    4.10.  Sale of Other Initial Notes; Issuance of Other Notes........8
    4.11.  Sale of Units...............................................8
    4.12.  Proceedings and Documents...................................8
    4.13.  Rating......................................................9
    4.14.  Insurance Broker's Certificate..............................9
    4.15.  Title Insurance; Survey.....................................9
    4.16.  Payment of Closing Fees.....................................9
    4.17.  Private Placement Number....................................9
    4.18.  Environmental Audit........................................10
    4.19.  Appraisal..................................................10
    4.20.  Other Agreements...........................................10





5.  REPRESENTATIONS AND WARRANTIES, ETC. OF THE GENERAL
    PARTNERS AND THE COMPANY..........................................10
    5.1.   Organization, Standing, etc................................10
    5.2.   Partnership Interests......................................11
    5.3.   Qualification..............................................11
    5.4.   Business; Financial Statements.............................12
    5.5.   Changes, etc...............................................13
    5.6.   Tax Returns and Payments...................................14
    5.7.   Indebtedness...............................................14
    5.8.   Transfer of Assets and Business............................14
    5.9.   Litigation, etc............................................16
    5.10.  Compliance with Other Instruments, etc.....................17
    5.11.  Governmental Consent.......................................17
    5.12.  Offer of Initial Notes and Notes...........................17
    5.13.  Use of Proceeds............................................18
    5.14.  Federal Reserve Regulations................................18
    5.15.  Investment Company Act.....................................19
    5.16.  Public Utility Holding Company Act; Federal Power Act......19
    5.17.  ERISA......................................................19
    5.18.  Environmental Matters......................................21
    5.19.  Foreign Assets Control Regulations, etc....................22
    5.20.  Disclosure.................................................23
    5.21.  Chief Executive Office.....................................23
    5.22.  Solvency...................................................23

6.  PURCHASER'S REPRESENTATIONS; SOURCE OF FUNDS......................24

7.  ACCOUNTING; FINANCIAL STATEMENTS AND OTHER
    INFORMATION.......................................................26

8.  INSPECTION........................................................33


                                       ii



9.  PREPAYMENT OF NOTES...............................................34
    9.1.   Required Prepayments of the Notes..........................34
    9.2.   Optional Prepayments of the Notes with Make Whole Amount...34
    9.3.   Prepayment on Change of Control............................35
    9.4.   Contingent Prepayments on Disposition of Property, Taking or
           Destruction................................................36
    9.5.   Notice of Prepayments; Officers' Certificate...............37
    9.6.   Allocation of Partial Prepayments..........................37
    9.7.   Maturity; Surrender, etc...................................37
    9.8.   Acquisition of Notes.......................................38

10. BUSINESS AND FINANCIAL COVENANTS OF THE COMPANY...................38
    10.1.  Indebtedness...............................................38
    10.2.  Liens, etc.................................................45
    10.3.  Investments, Guaranties, etc...............................48
    10.4.  Restricted Payments........................................50
    10.5.  Transactions with Affiliates...............................51
    10.6.  Subsidiary Stock and Indebtedness..........................51
    10.7.  Consolidation, Merger, Sale of Assets, etc.................52
    10.8.  Partnership or Corporate Existence, etc.; Business.........57
    10.9.  Payment of Taxes and Claims................................58
    10.10. Compliance with ERISA......................................58
    10.11. Maintenance of Properties; Insurance.......................60
    10.12. Operative Agreements; Security Documents...................60
    10.13. Chief Executive Office.....................................61
    10.14. Recordation; Opinions......................................61
    10.15. Information Required by Rule 144A..........................62
    10.16. Covenant to Secure Notes Equally...........................62
    10.17. Compliance with Laws.......................................62
    10.18. Further Assurances.........................................63
    10.19. Subsidiaries...............................................64
    10.20. Damage, Destruction, Taking, etc...........................66
    10.21. Accounting Changes.........................................66
    10.22. Certain Real Property......................................66
    10.23. Sale and Lease-Back Transactions...........................68
    10.24. Acquisitions...............................................68
    10.25. Impairment of Security Interests...........................69


                                       iii



    10.26. Limitation on Restrictions on Subsidiary Dividends, etc....69
    10.27. No Other Negative Pledges..................................69
    10.28. Sales of Receivables.......................................69
    10.29. Fixed Price Supply Contracts; Certain Policies.............70
    10.30. Certain Operations.........................................70
    10.31. Independent Corporate Existence............................71
    10.32. Environmental Matters......................................72
    10.33. Other Debt.................................................72
    10.34. Restriction on General Partners............................73

11. EVENTS OF DEFAULT; ACCELERATION...................................74

12. REMEDIES ON DEFAULT; RECOURSE, ETC................................79

13. DEFINITIONS.......................................................80

14. REGISTRATION, TRANSFER AND SUBSTITUTION OF NOTES.................104
    14.1.  Note Register; Ownership of Notes.........................104
    14.2.  Transfer and Exchange of Notes............................105
    14.3.  Replacement of Notes......................................105
    14.4.  Notes Held by Company, etc., Deemed Not Outstanding.......106

15. PAYMENTS ON NOTES................................................106
    15.1.  Place of Payment..........................................106
    15.2.  Home Office Payment.......................................106

16. EXPENSES, INDEMNIFICATION, ETC...................................107

17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.......................110

18. AMENDMENTS AND WAIVERS...........................................110


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19. NOTICES, ETC.....................................................111

20. REPRODUCTION OF DOCUMENTS........................................111

21. MISCELLANEOUS....................................................112

22. SUBMISSION TO JURISDICTION.......................................112

23. WAIVER OF JURY TRIAL.............................................113

24. GOVERNING LAW....................................................113

25. CONFIDENTIAL INFORMATION.........................................113

26. LIMITATION OF RECOURSE AGAINST NATIONAL PROPANE SGP..............115

27. SIDE LETTER......................................................115

    Schedule A      --     Schedule of Purchasers

    Schedule 4.15   --     Schedule of Pre-Closing Title Insurance Requirements

    Schedule 5.2    --     Subsidiaries and Investments

    Schedule 5.3    --     Jurisdiction of Qualification

    Schedule 5.4(c) --     Certain Changes

    Schedule 5.7    --     Indebtedness

    Schedule 5.8(a) --     List of Assets

    Schedule 5.8(b) --     List of Non-Mortgage Jurisdictions; List of Counties

    Schedule 5.8(b)(i) --  List of Required Consents

    Schedule 5.9    --     Litigation


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    Schedule 5.18   --     Environmental Notices
                   
    Schedule 10.2   --     Liens
                   
    Exhibit A1      --     Form of Initial Note
                   
    Exhibit A2      --     Form of Note
                   
    Exhibit B1      --     Form of Opinion of Company Counsel
                   
    Exhibit B2      --     Form of Opinion of Local Counsel for the Company
                   
    Exhibit B3      --     Form of Opinion of Trustee's Counsel
                   
    Exhibit B4      --     Form of Opinion of Debevoise & Plimpton
                   
    Exhibit C       --     Form of Trust Agreement
                   
    Exhibit D1      --     Form of Mortgage, Security Agreement and Fixture 
                           Filing
                   
    Exhibit D2      --     Form of Deed of Trust, Security Agreement and Fixture
                           Filing
                   
    Exhibit E       --     Form of Subordination Provisions
                   
    Exhibit F       --     Form of Cash Collateral Agreement
                   
    Exhibit G       --     Form of Company Security Agreement
                   
    Exhibit H       --     Form of General Partner's Guarantee Agreement
                   
    Exhibit I       --     Form of Intercompany Note
                   
    Exhibit J       --     Form of Agency Account Agreement
                   
    Exhibit K       --     Form of Partnership Agreement


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    Exhibit L       --     Form of Partnership Note

    Exhibit M       --     Form of Partners Security Agreement

    Exhibit N       --     Form of Perfection Certificate

    Exhibit O       --     Restricted Subsidiaries

    Exhibit P       --     Form of Subsidiary Guarantee Agreement

    Exhibit Q       --     Form of Supplemental Agreement

    Exhibit R       --     Side Letter


                                       vii


                          NATIONAL PROPANE CORPORATION

                           NATIONAL PROPANE SGP, INC.

                             NATIONAL PROPANE, L.P.
                   Suite 1700, IES Tower 200 1st Street, S.E.
                                  P.O. Box 2067
                          Cedar Rapids, Iowa 52401-2067

                  8.54% First Mortgage Notes due June 30, 2010


                            Dated as of June 26, 1996


TO EACH OF THE PURCHASERS LISTED
  IN THE ATTACHED SCHEDULE A

Dear Purchaser:

      National Propane Corporation, a Delaware corporation ("National Propane
Corp."), National Propane SGP, Inc., a Delaware corporation formerly known as
All Seasons Acquisition Corp. ("National Propane SGP," and together with
National Propane Corp., collectively the "General Partners") and National
Propane, L.P., a Delaware limited partnership (the "Company"), having been
formed to acquire from National Propane Corp. and National Propane SGP and to
operate the Assets, hereby agree with you as follows:

SECTION 1.  AUTHORIZATION OF INITIAL NOTES AND NOTES.

      National Propane Corp. will authorize the issue and sale of $125,000,000
aggregate principal amount of its 8.54% First Mortgage Notes due June 30, 2010
(the "Initial Notes"). The Company will authorize the issue and delivery, in
exchange for the Initial Notes, of $125,000,000 aggregate principal amount of
its 8.54% First Mortgage Notes due June 30, 2010 (the "Notes", such term to
include any Notes issued in substitution therefor or replacement thereof
pursuant to Section 14). The Initial Notes and the Notes shall be substantially
in the form of Exhibit A1 and Exhibit A2, respectively, with such changes
therefrom, if any, as may be approved by you and







                                        1






National Propane Corp. or the Company, as the case may be. Certain capitalized
terms used in this Note Agreement (the "Agreement") are defined in Section 13;
references to a "Section" or a "Schedule" or an "Exhibit" are, unless otherwise
specified, to a Section of this Agreement or to a Schedule or an Exhibit
attached to this Agreement.

SECTION 2.  SALE AND PURCHASE OF INITIAL NOTES AND
              ISSUANCE OF NOTES.

      Subject to the terms and conditions of this Agreement, National Propane
Corp. will issue and sell to you and you will purchase from National Propane
Corp., at the Closing provided for in Section 3, Initial Notes in the principal
amount specified opposite your name for purchase by you at the Closing in
Schedule A, at the purchase price of 100% of the principal amount thereof. At
the Closing provided for in Section 3, the General Partners will then convey all
of their assets (other than an existing intercompany note from Triarc to
National Propane Corp. in the principal amount of approximately $81,400,000,
approximately $59,300,000 in cash and certain other assets of National Propane
Corp. identified in the Conveyance Agreements) to the Company pursuant to the
Conveyance Agreements in exchange for general and limited partner interests in
the Company and the assumption by the Company of substantially all the
liabilities of the General Partners (excluding certain income tax liabilities),
including the Initial Notes and certain intercompany debt. Contemporaneously
therewith, the Company will issue to you and you will accept from the Company,
at the Closing provided for in Section 3, Notes in the principal amount
specified opposite your name in Schedule A in exchange for the Initial Notes you
purchased from National Propane Corp. pursuant to this Agreement. Upon such
exchange, such Initial Notes shall be deemed to be canceled and no longer be
outstanding.

      Contemporaneously with entering into this Agreement, the General Partners
and the Company are entering into identical Note Agreements (the "Other
Agreements") with each of the other purchasers named in Schedule A (the "Other
Purchasers"), providing for the sale to the Other Purchasers, at the Closing, of
Initial Notes in the principal amount specified opposite its name in Schedule A
and the issuance to the Other Purchasers, at the Closing, of Notes in the
principal amount specified opposite its name in Schedule A in exchange for such
Initial Notes. The sale of Initial Notes, and the issuance of the Notes in
exchange for the Initial Notes, to you and the Other Purchasers are to be
separate sales, and this Agreement and the Other Agreements constitute separate
agreements.


                                        2




SECTION 3.  CLOSING.

      The sale of the Initial Notes, and the issuance of the Notes in exchange
for the Initial Notes, to you and the Other Purchasers shall take place at the
offices of Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the
Americas, New York, New York 10019, at 10:00 a.m., New York City time, at a
closing (the "Closing") on July 2, 1996, or such later date as may be agreed
upon by the General Partners, the Company, you and the Other Purchasers. At the
Closing, (i) National Propane Corp. will deliver to you Initial Notes in the
principal amount to be purchased by you, in the form of a single Initial Note
(or such greater number of Initial Notes as you may re quest), each dated the
date of the Closing and registered in your name (or in the name of your nominee
as indicated in Schedule A), against payment of the purchase price therefor on
the date of Closing by transfer of immediately available funds to National
Propane Corp., or as otherwise directed by National Propane Corp. in writing (at
least two days prior to the date of the Closing) and (ii) contemporaneously
therewith, the Company will deliver to you Notes in the principal amount of the
Initial Notes pur chased by you, in the form of a single Note (or such greater
number of Notes as you may request), each dated the date of the Closing and
registered in your name (or in the name of your nominee as indicated in Schedule
A), in exchange for the Initial Notes purchased by you under this Agreement. If
at the Closing National Propane Corp. or the Company shall fail to tender such
Initial Notes or Notes, as the case may be, to you as provided above in this
Section 3 or if any of the conditions specified in Section 4 shall not have been
fulfilled to your satisfaction, you shall, at your election, be relieved of all
further obligations under this Agreement, without thereby waiving any other
rights you may have by reason of such failure or such nonfulfillment. If the
Closing shall not have occurred on or prior to July 31, 1996, you will promptly
thereafter instruct the Trustee to release its lien on, and its security
interest in, all of the Mortgaged Property.

SECTION 4.  CONDITIONS TO CLOSING.

      Your obligation to purchase and pay for the Initial Notes to be sold to
you at the Closing is subject to the fulfillment to your satisfaction, prior to
or at the Closing, of the following conditions:

      4.1. Representations and Warranties. The representations and warranties of
the Company and its Affiliates contained in this Agreement, the other Operative
Agree-


                                       3



ments, and those otherwise made in writing by or on behalf of the Company or any
Affiliate of the Company in connection with the transactions contemplated by
this Agreement, shall be true and correct when made and at the time of the
Closing, except as affected by the consummation of such transactions and except
for any representation and warranty that is expressly stated to relate to a
specific date, in which case any such representation and warranty shall be true
and correct as of such earlier date.

      4.2. Performance; No Default. Each of the Company and its Affiliates shall
have performed and complied with all agreements and conditions contained in this
Agreement or any other Operative Agreement required to be performed or complied
with by it prior to or at the Closing, and at the time of the Closing no Event
of Default or Potential Event of Default under this Agreement or default by any
party under any other Operative Agreement shall have occurred and be continuing.

      4.3. Compliance Certificates. You shall have received Officers'
Certificates of the Company, Triarc, each General Partner and the Public
Partnership, each dated the date of the Closing and satisfactory in substance
and form to you, certifying that the conditions specified in Sections 4.1 and
4.2 have been fulfilled in all material respects insofar as the relevant
representation or warranty is made by, or the relevant agreement or condition is
required to be performed or complied with by, or the relevant Event of Default,
Potential Event of Default or default has been caused by or relates to, each of
such entities and, with respect to the Officers' Certificate of the Company, its
Subsidiaries, and, in the case of the Officers' Certificate of National Propane
Corp. and the Company, certifying that no material adverse change has occurred
in the financial condition of the Business subsequent to the date of the
financial statements delivered pursuant to Section 5.4(c) and, in the case of
the Officers' Certificate of Triarc, certifying that neither the Memorandum (as
of the date thereof) nor the Registration Statement contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements contained therein, in light
of the circumstances under which they were made, not misleading.

      4.4. Opinions of Counsel. You shall have received favorable opinions from
(a) Paul, Weiss, Rifkind, Wharton & Garrison, special counsel for the Company
and its Affiliates, substantially in the form of Exhibit B1, (b) Andrews &
Kurth, special tax counsel to the Company and its Affiliates, in form and
substance satisfactory to you and your special counsel, (c) (i) Friday, Eldridge
& Clarke, special Arkansas counsel for the Company and its Affiliates, (ii)
Snell & Wilmer, special Arizona counsel for


                                       4




the Company and its Affiliates, (iii) Parcel, Mauro, Hultin & Spaanstra, special
Colorado counsel for the Company and its Affiliates, (iv) Pepe & Hazard, special
Connecticut counsel for the Company and its Affiliates, (v) Fowler, White,
Burnett, Hurley, Banick & Strickroot, special Florida counsel for the Company
and its Affiliates, (vi) Keck, Mehin & Cate, special Illinois counsel for the
Company and its Affiliates, (vii) Simmons Perrine Albright & Ellwood, special
Iowa counsel for the Company and its Affiliates, (viii) Pierce, Atwood,
Scribner, Allen, Smith & Lancaster, special Maine counsel for the Company and
its Affiliates, (ix) Stinson, Mag & Fizzell, special Kansas counsel to the
Company and its Affiliates, (x) Palmer & Dodge, LLP, special Massachusetts
counsel for the Company and its Affiliates, (xi) Jaffe, Raitt, Heuer & Weiss,
special Michigan counsel for the Company and its Affiliates, (xii) Stinson, Mag
& Fizzell, special Missouri counsel to the Company and its Affiliates, (xiii)
Gray, Plant, Mooty, Mooty & Bennett, special Minnesota counsel for the Company
and its Affiliates, (xiv) Sheehan, Phinney, Bass & Green, special New Hampshire
counsel for the Company and its Affiliates, (xv) Modrall, Sperling, Roehl,
Harris & Sisk, P.A., special New Mexico counsel for the Company and its
Affiliates, (xvi) Schupbach, Williams & Pavone, special New York counsel for the
Company and its Affiliates, (xvii) Steven B. McInnis, special Rhode Island
counsel for the Company and its Affiliates, (xviii) Darby Laundon Stearns
Thorndike & Kolter, special Vermont counsel for the Company and its Affiliates,
and (xix) Godfrey & Kahn S.C., special Wisconsin counsel for the Company and its
Affiliates, each substantially in the form of Exhibit B2, (d) Emmet, Marvin &
Martin, LLP, counsel for the Trustee, substantially in the form of Exhibit B3
and (e) Debevoise & Plimpton, your special counsel in connection with the
transactions contemplated by this Agreement, substantially in the form of
Exhibit B4, and in each case covering such other matters incident to such
transactions as you may reasonably request, each addressed to you, dated the
date of the Closing and otherwise reasonably satisfactory in substance and form
to you. You shall have received copies of each of the opinions delivered
pursuant to the Underwriting Agreement (other than the opinion of counsel to
the underwriters), accompanied by letters, dated the date of the Closing and
addressed to you, from the counsel rendering such opinions, stating that you are
entitled to rely on such opinions as if they were addressed to you. The Company
and the General Partners hereby direct each of their counsel referred to in
clauses (a) and (b) of this Section 4.4, and each of its counsel who deliver
opinions pursuant to the Underwriting Agreement, to deliver to you such opinions
and letters to be delivered by it and authorizes you to rely thereon.


                                       5



      4.5. Legal Investment. On the date of the Closing your purchase of Initial
Notes and acceptance of Notes in exchange therefor shall be permitted by the
laws and regulations of each jurisdiction to which your investments are subject,
but without recourse to provisions (such as section 1404(b) or 1405(a)(8) of the
New York Insurance Law) permitting limited investments by insurance companies in
securities not otherwise legally eligible for investment. If requested by you by
prior written request to the Company or the General Partners, you shall have
received, at least five Business Days prior to the Closing, an Officers'
Certificate of the Company or one or both of the General Partners, as the case
may be, certifying as to such matters of fact as you may reasonably specify to
enable you to determine whether such purchase is so permitted.

      4.6. Trust Agreement. The Company, National Propane Corp., the Public
Partnership, the Qualifying Restricted Subsidiaries, if any, and the Trustee
shall have duly authorized, executed and delivered the Trust Agreement. The
Trust Agreement shall be in full force and effect and shall constitute the
valid, binding and enforceable obligation of the Company, National Propane
Corp., the Public Partnership, the Qualifying Restricted Subsidiaries, if any,
and the Trustee, except that such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws of general
application relating to or affecting the rights and remedies of creditors, and
no default on the part of the Company, National Propane Corp., the Public
Partnership or the Qualifying Restricted Subsidiaries shall exist thereunder.

      4.7. Security Documents. (a) National Propane Corp. and the Company shall
have duly authorized, executed and delivered the Mortgages relating to the
Mortgaged Property located in Arkansas, Arizona, Colorado, Connecticut, Florida,
Illinois, Iowa, Kansas, Maine, Massachusetts, Michigan, Minnesota, Missouri, New
Hampshire, New Mexico, New York, Rhode Island, Vermont, and Wisconsin
substantially in the form of Exhibit D1 or D2, as the case may be. Each Mortgage
shall be in full force and effect and shall (i) constitute the valid, binding
and enforceable obligation of National Propane Corp. and the Company, except
that such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws of general application relating to
or affecting the rights and remedies of creditors, and (ii) to the extent duly
recorded pursuant to Section 4.8 (x) constitute a valid first mortgage lien or
deed of trust lien, as the case may be, of record on the real property and all
other interests described therein which may be subjected to a mortgage lien or


                                        6



deed of trust lien, as the case may be, subject only to Permitted Encumbrances,
and (y) constitute a valid assignment of, and create a valid, presently
effective security interest of record in, equipment and all other interests
(other than real property interests) described therein, subject to no prior
security interest in any such property other than as specifically permitted
therein, and no default on the part of National Propane Corp. or the Company
shall exist thereunder.

      (b) Each of the Security Documents shall have been duly authorized,
executed and delivered by each of the Company and/or its Affiliates party
thereto, shall be in full force and effect and shall (i) constitute the valid,
binding and enforceable obligation of each such party, except that such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws of general application relating to
or affecting the rights and remedies of creditors, and (ii) to the extent duly
recorded pursuant to Section 4.8, constitute a valid assignment of, and create a
valid, presently effective security interest of record in, property covered by
such Security Document and all other interests described therein, subject to no
prior security interest in any such personal property other than as specifically
permitted therein, and no default on the part of any such party shall exist
thereunder.

      4.8. Conveyance; Recordation; Taxes, etc. Prior to the Closing, the
Conveyance Agreements referred to in clause (b) of the definition of such term,
the Mortgages, the Company Security Agreement, the Partners Security Agreement
and the Partnership Note, or proper notices, statements or other instruments in
respect thereof, covering all of the Assets covered by such Conveyance
Agreements, such Mortgages and such other Security Documents, shall have been
duly recorded, published, regis tered and filed, and all other actions deemed
necessary by your special counsel shall have been duly performed or taken, in
such manner and in such places as is required by applicable law (a) to convey to
the Company record and beneficial ownership of the Assets referred to in Section
5.8(c)(ii) purported to be conveyed by such Conveyance Agreements, (b) to
establish, perfect, preserve and protect the rights and first priority Liens
purported to be granted by each such Security Document to the Trustee with
respect to the Assets referred to in Section 5.8(c)(ii) for the benefit of the
holders of the Notes and their respective successors and assigns, and (c) to
establish, perfect, preserve and protect the rights and first priority Liens
purported to be granted by such Partnership Note to the Company with respect to
the assets specified therein, and all taxes, fees and other charges then due in
connection with the execution, delivery,


                                        7



recording, publishing, registration and filing of such documents or instruments
shall have been paid in full.

      4.9. Operative Agreements. Each of the Operative Agreements shall have
been duly authorized, executed and delivered by the respective parties thereto,
in form and substance satisfactory to you, shall be in full force and effect,
and shall constitute the legal, valid and binding obligations of the respective
parties thereto, except that such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws of general
application relating to or affecting the rights and remedies of creditors, and
all actions required to be performed or taken thereunder on or prior to the date
of the Closing shall have been duly taken and no default or accrued right of
termination on the part of any of the parties thereto shall exist thereunder as
of the date of the Closing, and you and the Trustee shall have received a fully
executed original, or a true and correct copy, of each such document.

      4.10. Sale of Other Initial Notes; Issuance of Other Notes.
Contemporaneously with the Closing, (i) National Propane Corp. shall sell to the
Other Purchasers the Initial Notes to be purchased by them at the Closing as
specified in Schedule A and (ii) the Company shall issue to each Other
Purchaser, and such Other Purchaser will accept from the Company, the Notes in
the principal amount specified opposite such Other Purchaser's name in Schedule
A in exchange for the Initial Notes such Other Purchaser purchases from National
Propane Corp.

      4.11. Sale of Units. At the time of the Closing, (a) the Underwriting
Agreement shall be in full force and effect, (b) all conditions to closing
contained in the Underwriting Agreement shall have been fulfilled or waived in a
manner acceptable to you, (c) your special counsel shall have received a copy of
each agreement, document, opinion (as specified in Section 4.4) and certificate
delivered in connection with the closing under the Underwriting Agreement, and
(d) substantially simultaneously with the receipt of the proceeds of the sale of
the Initial Notes to you and the Other Purchasers at the Closing and in the
order contemplated by the Registration Statement, (i) the Public Partnership
shall sell to the Underwriters the Units provided to be sold under the
Underwriting Agreement for an aggregate gross purchase price of not less than
$130,000,000, (ii) National Propane Corp. shall transfer its 97.9798% limited
partner interest in the Company to the Public Partnership in exchange for a
40.6% subordinated general partner interest in the Public Partnership and the
Company on a combined basis (37.5%, if the Overallotment Option is exercised in
full) and a 1%


                                        8



unsubordinated general partner interest in the Public Partnership, and (iii) all
transactions contemplated by the Registration Statement and the Memorandum to be
completed by the General Partners, the Company and their Affiliates prior to or
substantially simultaneously with the issuance of the Notes shall have been
completed substantially as contemplated therein and in a manner acceptable to
you.

      4.12. Proceedings and Documents. All proceedings in connection with the
transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be satisfactory to you and your special
counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or
they may reasonably request.

      4.13. Rating. Prior to the Closing, the Notes shall have received a rating
of at least BBB from Fitch Investors Service, Inc., which rating remains in
effect as of the Closing.

      4.14. Insurance Broker's Certificate. Insurance complying with the
provisions of Section 15 of the Mortgage and Section 10.11 hereof shall be in
full force and effect and you, the Other Purchasers and the Trustee shall have
received a certificate from Kaye Insurance Associates, Inc. or such other
independent insurance brokers or consultants as shall be reasonably satisfactory
to you, dated the date of the Closing, which certificate shall satisfy the
requirements set forth in Section 15.3 of the Mortgage.

      4.15. Title Insurance; Survey. (a) The Trustee shall have received a
mortgagee's policy of title insurance, including mechanic's lien coverage, with
respect to the properties and facilities listed on Schedule 4.15, issued by a
title insurance company or companies authorized to issue title insurance in the
states in which such properties or facilities are located with provisions for
coinsurance or reinsurance satisfactory to you, dated the date of the Closing
and satisfactory in substance and form to you and your special counsel, insuring
the interest of the Trustee under the Security Documents, subject only to
Permitted Encumbrances, such policies to be in an amount at least equal to the
amounts set forth opposite each of the individual properties and facilities
listed on Schedule 4.15.


                                       9



      (b) The Trustee shall have received copies of ALTA surveys with respect to
the properties and facilities listed on Schedule 4.15, certified to the Trustee
and the title company or companies and satisfactory to you and your special
counsel.

      4.16. Payment of Closing Fees. The Company shall have paid the fees and
disbursements required by Section 16 to be paid by the Company on the date of
the Closing.

      4.17. Private Placement Number. The Company shall have obtained for the
Notes a Private Placement Number issued by Standard & Poor's CUSIP Service
Bureau (in cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners).

      4.18. Environmental Audit. The Company shall have delivered to you, a true
and complete copy of the environmental reports relating to the properties listed
on Schedule 4.15, dated a recent date, prepared by Environmental Strategies
Corporation, and the results of such reports shall be satisfactory to you, your
special counsel and your independent environmental consultant.

      4.19. Appraisal. The Company shall have delivered to you a true and
complete copy of an appraisal report of Valuation Research, dated as of April 1,
1996, setting forth their appraisal of certain of the Assets, and the contents
of such report shall be satisfactory to you and your special counsel.

      4.20. Other Agreements. The Company shall have delivered to you a true and
complete copy of the Bank Credit Facilities, the Registration Statement and the
Underwriting Agreement.

SECTION 5. REPRESENTATIONS AND WARRANTIES, ETC. OF THE GENERAL PARTNERS AND THE
           COMPANY.

      Each of the General Partners and the Company represents and warrants that:

      5.1. Organization, Standing, etc. (a) The Company is a limited partnership
duly organized, validly existing and in good standing under the Delaware Revised
Uniform Limited Partnership Act and has all requisite partnership power and
authority to own and operate its properties (including, without limitation, the
Assets), to conduct


                                       10



its business as described in the Registration Statement after giving effect to
the transfer of the Assets, to enter into this Agreement and the other Operative
Agreements to which it is a party, to issue and deliver the Notes and to carry
out the terms of this Agreement, such other Operative Agreements and the Notes.

      (b) Each General Partner is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own and operate its properties, to
conduct its business as described in the Registration Statement, to enter into
and carry out the terms of this Agreement and the other Operative Agreements to
which it is a party, and in the case of National Propane Corp., to issue and
sell the Initial Notes, and to execute and deliver as a general partner of the
Company this Agreement, the Notes and the other Operative Agreements to which
the Company is a party.

      (c) Each Restricted Subsidiary is a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation
and has all requisite corporate power and authority to own and operate its
properties, to conduct its business as described in the Registration Statement
after giving effect to the transfer of the Assets, and to execute, deliver and
perform the other Operative Agreements to which it is a party.

      (d) The Public Partnership is a limited partnership duly organized,
validly existing and in good standing under the Delaware Revised Uniform Limited
Partnership Act and has all requisite partnership power and authority to own and
operate its proper ties, to conduct its business as described in the
Registration Statement, and to execute, deliver and carry out the terms of the
Operative Agreements to which it is a party.

      5.2. Partnership Interests. The only general partners of the Company are
the General Partners, each of which upon the consummation of the Closing will
own a 1.0101% general partner interest in the Company. Upon the consummation of
the Closing the only limited partner of the Company will be the Public
Partnership, which will own a 97.9798% limited partner interest in the Company
acquired as provided in the Registration Statement. The Company will not have
any other partners upon the consummation of the Closing. Except as disclosed in
Schedule 5.2, the Company does not have, and immediately after giving effect to
the transactions contemplated by the Conveyance Agreements will not have, any
Subsidiaries or any Investments in any Person (other than Investments of the
types described in Section 10.3(a)).


                                       11



      5.3. Qualification. The Company is duly qualified or registered and is in
good standing as a foreign limited partnership for the transaction of business,
and each General Partner and each Restricted Subsidiary is qualified or
registered and is in good standing as a foreign corporation for the transaction
of business, in the jurisdictions set forth in Schedule 5.3 which are the only
jurisdictions in which, after giving effect to the conveyance to the Company of
the Assets, the nature of their respective activities or the character of the
properties they own, lease or use makes such qualification or registration
necessary and in which the failure so to qualify or to be so registered would
have a Material Adverse Effect. Each of the General Partners, Triarc, the
Restricted Subsidiaries and the Company has taken all necessary partnership or
corporate action to authorize the execution, delivery and performance by it of
this Agreement, the Initial Notes or the Notes, as the case may be, and each
other Operative Agreement to which it is a party. Each of the General Partners,
Triarc, the Restricted Subsidiaries and the Company has duly executed and
delivered each of this Agreement, the Initial Notes or the Notes, as the case
may be, and the other Operative Agreements to which it is a party, and each of
them constitutes its legal, valid, binding and enforceable obligation in
accordance with its terms, except that such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
of general application relating to or affecting the rights and remedies of
creditors.

      5.4. Business; Financial Statements. (a) The Company has not engaged in
any business or activities prior to the date of this Agreement, except for
activities related to its formation, organization and prospective operations,
and will not have any significant assets or liabilities prior to its acquisition
of the Assets and assumption of liabilities, as contemplated by this Agreement
and the Registration Statement.

      (b) The Company has delivered to you complete and correct copies of (i)
the Registration Statement, and (ii) a memorandum dated May 1996 prepared by
Donaldson, Lufkin & Jenrette Securities Corporation and Merrill Lynch & Co. for
use in connection with National Propane Corp.'s private placement of the Initial
Notes and the Notes (the "Memorandum"). The pro forma consolidated financial
statements of the Public Partnership set forth in the Registration Statement
comply in all respects with the applicable accounting requirements of the
Securities Act of 1933, as amended, and the published rules and regulations
thereunder and, in the opinion of the Company, the assumptions on which the pro
forma adjustments to such pro forma consolidated financial statements of the
Public Partnership are based provide a reasonable basis for presenting the
significant effects of the transactions contemplated by such pro forma


                                       12



consolidated financial statements and such pro forma adjustments give
appropriate effect to such assumptions and are properly applied in such pro
forma consolidated financial statements. The financial statements and schedules
included in the Registration Statement (other than with respect to pro forma
matters) have been prepared in accordance with GAAP applied on a consistent
basis throughout the periods specified and present fairly the financial position
of the corporation or partnership to which they relate as of the respective
dates specified and the results of their operations and cash flows for the
respective periods specified. Since December 31, 1995 to the date of the
Closing, there has been no material adverse change in the business, financial
condition, or results of operations of Triarc, the General Partners and their
consolidated subsidiaries taken as a whole. The financial data included under
the caption "Selected Historical and Pro Forma Consolidated Financial and
Operating Data" for National Propane Corp. and for the Public Partnership in the
Registration Statement present fairly, on the basis stated in the Registration
Statement, the information set forth therein and have been compiled on a basis
consistent with that of the audited financial statements included in the
Registration Statement. The historical aspects of the financial data included
under the caption "Capitalization" in the Registration Statement present fairly,
on the basis stated in the Registration Statement, the information set forth
therein and have been compiled on a basis consistent with that of the audited
financial statements included in the Registration Statement; the pro forma
aspects of such financial data included under the caption "Capitalization" have
been prepared in all material respects in accordance with all applicable rules
and guidelines of the Securities and Exchange Commission with respect to pro
forma financial information; and the assumptions on which the pro forma
adjustments to the pro forma aspects of the financial data included under the
caption "Capitalization" are based provide a reasonable basis for presenting all
of the significant effects of the transactions contemplated by such pro forma
financial data and such pro forma adjustments give appropriate effect to such
assumptions and are properly applied in such pro forma financial data.

      (c) The unaudited pro forma balance sheets of National Propane Corp. as of
March 31, 1996 present fairly the financial condition of National Propane Corp.
as of that date. Except as disclosed on Schedule 5.4(c), since March 31, 1996 to
the date of the Closing, there has been no change or event which could
reasonably be expected to have a Material Adverse Effect. The financial data for
National Propane Corp. in the Memorandum present fairly, on the basis stated in
the Memorandum, the information set forth therein and have been compiled based
on the audited financial statements


                                       13



included in the Registration Statement. The financial data identified as
historical included in the Memorandum present fairly, on the basis stated in
the Memorandum, the information set forth therein and have been compiled on a
basis consistent with that of the audited financial statements included in the
Registration Statement; the pro forma financial data included in the Memorandum
represent, in all material respects and on the basis stated in the Memorandum,
National Propane Corp.'s best estimate at such time with respect to pro forma
financial information; and the assumptions on which the pro forma adjustments to
the pro forma aspects of the financial data included in the Memorandum are based
provide a reasonable basis for presenting all of the significant effects of the
transactions contemplated by such pro forma financial data and such pro forma
adjustments give appropriate effect to such assumptions and are properly applied
in such pro forma financial data.

      5.5. Changes, etc. Except as contemplated by this Agreement, the other
Operative Agreements, the Registration Statement or the Memorandum, subsequent
to the respective dates as of which information is given in the Registration
Statement or the Memorandum, the Company and its Affiliates have not incurred
any material liabilities or obligations, direct or contingent, or entered into
any material transaction not in the ordinary course of business, no events have
occurred, which individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect, and there has not been (a) any Restricted
Payment of any kind declared, paid or made by the Company or either General
Partner (other than those referred to in Section 5.13) or (b) any incurrence of
Indebtedness under the Bank Credit Facilities.

      5.6. Tax Returns and Payments. Each of the Company and its Affiliates has
filed all tax returns required by law to be filed by it or has properly filed
for an extension of time for the filing thereof and has paid all, taxes,
assessments and other governmental charges levied upon it or any of its
properties, assets, income or franchises which are due and payable, except those
which are not past due or are presently being contested in good faith by
appropriate proceedings diligently conducted for which such reserves or other
appropriate provisions, if any, as shall be required by GAAP have been made. The
Company is a limited partnership that is treated as a pass-through entity for
federal income tax purposes.

      5.7. Indebtedness. At the time of the Closing, other than the Indebtedness
represented by the Notes and the Indebtedness listed in Schedule 5.7, none of
Company, either General Partner or any Subsidiary will have any secured or
unsecured


                                       14



Indebtedness outstanding. At the time of the Closing, no instrument or agreement
to which the Company or, other than Section 7.5(a) of the MLP Agreement, either
General Partner is a party or by which the Company or either General Partner is
bound or which is applicable to the Company or either General Partner (other
than this Agreement and the Bank Credit Facilities) contains any restrictions on
the incurrence by the Company or either General Partner of additional
Indebtedness.

      5.8. Transfer of Assets and Business. (a) The Company and its
Subsidiaries, will at the Closing, after giving effect to the transfer of the
Assets on or prior to the date of the Closing as described in the Registration
Statement, be in possession of and operating in compliance in all respects with
all franchises, grants, authorizations, approvals, licenses, permits, easements,
rights-of-way, consents, certificates and orders required to own, lease or use
its properties (including, without limitation, to own, lease or use the Assets
and to assume certain liabilities relating to the Assets as described in the
Registration Statement and the Operative Agreements) and to permit the conduct
of the Business as now conducted and proposed to be conducted, except for those
franchises, grants, authorizations, approvals, licenses, permits, easements,
rights-of-way, consents, certificates and orders (collectively, "Permitted
Exceptions") (i) which are not required at such time and are routine or
administrative in nature and are expected in the reasonable judgment of National
Propane Corp. to be obtained or given in the ordinary course of business after
the date of the Closing, or (ii) which, if not obtained or given, would not,
individually or in the aggregate, have a Material Adverse Effect. At the time of
the Closing and after giving effect to the transfer of the Assets on or prior to
the date of the Closing as described in the Registration Statement, the Company
does not own or lease any real property in the jurisdictions set forth on
Schedule 5.8(a), other than such owned or leased property that, in the
aggregate, have minimal value and generate only a small fraction of the
Company's revenues and the information in Schedule 5.8(a) is true and correct as
of the date of Closing.

      (b) National Propane Corp. has, and upon the consummation of the Closing
the Company will have, (i) good and marketable title to the portion of the
Assets constituting real property owned in fee simple, (ii) good and valid
leasehold interests in the portion of the Assets constituting real property and
leased, other than certain immaterial leased property (for which consents listed
on Schedule 5.8(b)(i) are required) subject to the Agency Agreement pursuant to
which the Company shall enjoy undisturbed possession thereof and (iii) good and
sufficient title to the portion of the Assets constituting personal property for
the use and operation of such personal property as it


                                       15



has been used in the past and as it is proposed to be used in the Business other
than certain immaterial personal property (for which consents listed on Schedule
5.8(b)(i) are required) which will be subject to the Agency Agreement, in each
case subject to no Liens except Permitted Encumbrances. The Assets are all of
the assets and properties necessary to enable the Company to conduct the
Business in the same manner as previously conducted by the General Partners and
include all options to purchase or rights of first refusal granted to or for the
General Partners with respect to any of the Assets leased by either General
Partner. The Assets constituting an interest in real property to be conveyed to
the Company pursuant to the Conveyance Agreements are located in the counties
listed in Schedule 5.8(b). The General Partners enjoy, and upon execution and
delivery of the Operative Agreements and the consummation of the Conveyance
Agreements the Company will enjoy, peaceful and undisturbed possession under all
leases necessary for the operation of its properties and assets, other than
certain immaterial leased property of which the Company shall enjoy undisturbed
possession, and all such leases are valid and subsisting and are in full force
and effect. Except to perfect and to protect security interests permitted by
Section 10.2, (x) at the time of the Closing, no effective financing statement
under the Uniform Commercial Code which names the Company, Triarc, any
Restricted Subsidiary or either General Partner as debtor, which individually or
in the aggregate relates to any part of the Assets or other assets pledged
pursuant to any Security Document, will be on file in any jurisdiction and (y)
at the time of the Closing, none of the Company, Triarc, any Restricted
Subsidiary or either General Partner will have signed any effective financing
statement (other than financing statements in favor of The Bank of New York, as
administrative agent, for which executed termination statements will be
delivered at the Closing) or any effective security agreement, which relates to
any part of the Assets or other assets pledged pursuant to any Security
Document, authorizing any secured party thereunder to file any such financing
statement, except for financing statements to be executed and filed in
connection with the Closing.

      (c) Upon the consummation of the Closing, (i) the General Partners will
have transferred to the Company beneficial and (except in the case of motor
vehicles covered by certificates of title where the certificates of title will
have been duly executed in favor of the Company, the Lien of the Trustee will
have been duly noted thereon and such certificates of title will have been
delivered to the Company and/or the Trustee, but will not have yet been
submitted to the appropriate governmental agency for re-issuance) record
ownership of properties, easements and licenses comprising the


                                       16



Assets, (ii) the Conveyance Agreements referred to in clause (b) of the
definition of such term (except in the case of motor vehicles covered by
certificates of title) will have been duly recorded, published, registered and
filed as required by Section 4.8 with respect to the Assets, (iii) the
Mortgages, the Company Security Agreement and the Partners Security Agreement or
proper notices, statements or other instruments in respect thereof, will have
been duly recorded, published, registered and filed as required by Section 4.8
with respect to Assets covering at least 80% of the value of the personal
property and mortgaged real property included in the Assets, and (iv) the
Partnership Note or proper notices, statements or other instruments in respect
thereof, covering all of the assets covered by such Partnership Note, shall have
been duly executed, and all other actions deemed necessary by your special
counsel shall have been duly performed or taken, in such manner as is required
by applicable law to establish, perfect, preserve and protect the rights and
first priority Liens purported to be granted by such Partnership Note to the
Company and its respective successors and assigns.

      5.9. Litigation, etc. Except as set forth on Schedule 5.9, there is no
action, proceeding or investigation pending or, to the best knowledge of the
Company and the General Partners upon reasonable inquiry, threatened (or any
basis therefor known to the Company or either General Partner) which questions
the validity of this Agreement, any other Operative Agreement or the Initial
Notes or any action taken or to be taken pursuant to this Agreement, any other
Operative Agreement or the Initial Notes, or which could reasonably be expected
to have, either in any case or in the aggregate, a Material Adverse Effect.

      5.10. Compliance with Other Instruments, etc. Neither the Company, any
Restricted Subsidiary nor either General Partner (i) is in violation of any term
of the Partnership Agreement or, in the case of the Restricted Subsidiaries and
the General Partners, of their respective certificates of incorporation or
by-laws, or (ii) is in violation of any term of any other agreement or
instrument to which the Company, any Restricted Subsidiary or either General
Partner is a party or by which any of them or any of their properties is bound
or any term of any applicable law, ordinance, rule or regulation of any
governmental authority or any term of any applicable order, judgment or decree
of any court, arbitrator or governmental authority, the consequences of which,
in the case of clause (ii), would have a Material Adverse Effect; the execution,
delivery and performance by each of the General Partners, the Restricted
Subsidiaries and the Company of this Agreement and the other Operative
Agreements to which it is


                                       17



a party and the Initial Notes or the Notes, as the case may be, will not result
in any violation of or be in conflict with or constitute a default under any
such term or result in the creation of (or impose any obligation on the Company,
any Restricted Subsidiary or either General Partner to create) any Lien upon any
of the properties or assets of the Company, any Restricted Subsidiary or either
General Partner prohibited by any such term, except for any such term relating
to Indebtedness to be repaid in full at the time of the Closing; and there is no
such term the compliance with which would have, or in the future may in the
reasonable judgment of either General Partner or the Company be likely to have,
a Material Adverse Effect.

      5.11. Governmental Consent. No consent, approval or authorization of, or
declaration or filing with, any governmental authority is required for the valid
execution, delivery and performance of this Agreement or the other Operative
Agreements (other than Permitted Exceptions), and no such consent, approval,
authorization, declaration or filing is required for the valid offer, issue,
sale and delivery of the Initial Notes and the Notes pursuant to this Agreement
and the Other Agreements.

      5.12. Offer of Initial Notes and Notes. Neither the Company nor any of its
Affiliates nor anyone acting on its or their behalf has directly or indirectly
offered the Initial Notes or the Notes or any part thereof or any similar
securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, anyone other than
you, the Other Purchasers and not more than 40 other institutional investors.
Neither the General Partners nor the Company nor anyone authorized to act on
their behalf has taken or will take any action which would subject the issuance
and sale of the Initial Notes or issuance and delivery of the Notes to the
registration and prospectus delivery provisions of the Securities Act of 1933,
as amended, or to the registration or qualification provisions of any securities
or Blue Sky law of any applicable jurisdiction or require registration of any
Security Document under the Trust Indenture Act of 1939, as amended; provided,
however, that it is understood that any action taken by you or any Other
Purchaser shall not have been taken on behalf of the Company or the General
Partners.

      5.13. Use of Proceeds. The proceeds of the sale of the Units by the Public
Partnership will be used by the Public Partnership and the Company as
contemplated by the Registration Statement. Of the proceeds of the sale of the
Initial Notes to you and the Other Purchasers, approximately $59,300,000 will be
paid by National Propane Corp. as dividends to Triarc, approximately $3,500,000
will be used to pay transaction


                                       18



costs and expenses and approximately $62,200,000 will be contributed by National
Propane Corp. to the Company under the Conveyance Agreements and will be used by
the Company to repay certain Indebtedness (including, without limitation, the
Refunding Notes (as such term is defined in the Registration Statement) assumed
by the Company under the Conveyance Agreements.

      5.14. Federal Reserve Regulations. Neither National Propane Corp. nor the
Company will, directly or indirectly, use any of the proceeds of the sale of the
Initial Notes or the Notes for the purpose, whether immediate, incidental or
ultimate, of buying a "margin stock" or of maintaining, reducing or retiring any
indebtedness originally incurred to purchase a stock that is currently a "margin
stock", or for any other purpose which might constitute this transaction a
"purpose credit", in each case within the meaning of Regulation G of the Board
of Governors of the Federal Reserve System (12 C.F.R. 207, as amended), or
otherwise take or permit to be taken any action which would involve a violation
of such Regulation G or of Regulation X (12 C.F.R. 224, as amended) or any other
applicable regulation of such Board. No indebtedness being reduced or retired,
directly or indirectly, out of the proceeds of the sale of the Initial Notes was
incurred for the purpose of purchasing or carrying any stock which is currently
a "margin stock", and none of either General Partner, the Public Partnership or
the Company owns or has any present intention of acquiring with the proceeds
thereof any amount of such "margin stock".

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

      5.16. Public Utility Holding Company Act; Federal Power Act. None of the
General Partners or the Company is a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended; each of the General
Partners, the Company, the issue and sale of the Initial Notes by National
Propane Corp. and the issue and delivery of the Notes by the Company is not
subject to regulation under such Act; and none of the General Partners or the
Company is a "public utility" as such term is defined in the Federal Power Act,
as amended.


                                       19



      5.17. ERISA. (a) None of the General Partners, the Company, any Subsidiary
of the Company or any Related Person of either of the General Partners or the
Company (other than Triarc and any Subsidiaries of Triarc (except for the
General Partners and any Subsidiary of either of the General Partners that is a
Related Person of the Company)) is obligated to contribute to, and none of the
General Partners, the Company or any Related Person of the Company has any
liability or obligation with respect to, any Plan that is subject to Section 302
or Title IV of ERISA or Section 412 of the Code (other than a Multiemployer
Plan). None of the Company, any Subsidiary of the Company or any Related Person
of the Company has any liability or obligation to provide any amount or type of
compensation or benefit in respect of any employee or former employee of the
Business which relates to periods, services performed or benefits or amounts
accrued prior to the transfer of the Business or the Assets pursuant to the
Operative Agreements and the transactions contemplated thereby (other than
pursuant to a Multiemployer Plan), continuation coverage provided pursuant to
Section 4980B of the Code or Section 601, et seq., of ERISA, or any liability or
obligation for contributions pursuant to a Plan not yet required to be paid.
None of the General Partners, the Company, any Subsidiary of the Company or any
Related Person of the Company has incurred any material liability under Title IV
of ERISA with respect to any such Plan and no event or condition exists or has
occurred as a result of which such a liability would reasonably be expected to
be incurred. None of the General Partners, the Company, any Subsidiary of the
Company or any Related Person of the Company has engaged in any transaction,
including the transactions contemplated hereunder which could subject the
Company or any Related Person of the Company to a material liability pursuant to
Section 4069(a) or 4212(c) of ERISA. There has been no reportable event (within
the meaning of Section 4043(b) of ERISA other than one for which the applicable
notice requirements have been waived by PBGC regulation) or any other event or
condition with respect to any Plan which presents a risk of the termination of,
or the appointment of a trustee to administer, any such Plan (other than a
Multiemployer Plan) by the PBGC. No prohibited transaction (within the meaning
of Section 406(a) of ERISA or Section 4975 of the Code) exists or has occurred
with respect to any Plan which has subjected or could reasonably be expected to
subject either General Partner, the Company or any Subsidiary of the Company to
a material liability under Section 502(i) or 502(l) of ERISA or Section 4975 of
the Code. No material liability to the PBGC (other than liability for premiums
not yet due) has been or is expected to be incurred with regard to any Plan by
the General Partners, the Company, any Subsidiary of the Company or any Related
Person of the Company. None of the General Partners, the Company, any Subsidiary
of the Company or any


                                       20



Related Person of the Company contributes or is obligated to contribute or has
ever contributed or been obligated to contribute to any single employer plan
that has at least two contributing sponsors not under common control (other than
the National Propane Corporation 401(k) Plan). Timely payment has been made of
all amounts which the General Partners, the Company, any Subsidiary of the
Company or any Related Person of the Company is required under applicable law,
the terms of each Plan or any collective bargaining agreement to have paid as
contributions to each such Plan except to the extent that failure to do so would
not have a Material Adverse Effect. To the knowledge of the General Partners and
the Company, no Multiemployer Plan has been terminated or presents a material
risk of termination, is insolvent or is in reorganization within the meaning of
Section 4241 or 4245 of ERISA and the transactions contemplated hereby will not
result in a withdrawal from any Multiemployer Plan that would have a Material
Adverse Effect. None of the General Partners, the Company or any Subsidiary of
the Company has any obligation to provide any material amount of post-employment
welfare benefits or coverage (other than continuation coverage provided pursuant
to Section 4980B of the Code or Section 601, et seq., of ERISA).

      (b) The execution and delivery of this Agreement and the Other Agreements
and the issue and sale of the Initial Notes, the exchange of the Initial Notes
and the issue and delivery of the Notes hereunder and thereunder will not
involve any non-exempt "prohibited transaction" within the meaning of Section
406 of ERISA or Section 4975 of the Code. The representations by the Company and
the General Partners in the immediately preceding sentence are made in reliance
upon and subject to the accuracy of your representation in Section 6.2 of this
Agreement and the representations of the Other Purchasers in Section 6.2 of the
Other Agreements as to the source of the funds to be used to pay the purchase
price of the Initial Notes to be purchased by you and the Other Purchasers,
respectively. With respect to each employee benefit plan identified to the
Company in accordance with clause (c) of Section 6.2 of this Agreement or of
any of the Other Agreements, none of the General Partners, the Company or any
"affiliate" (as defined in Section V(c) of the QPAM Exemption) of either General
Partner or the Company has at this time, and has not exercised at any time
within the one year period preceding the date of the Closing, the authority to
appoint or terminate you or any Other Purchaser as manager of any of the assets
of any such plan or to negotiate the terms of any management agreement with you
or any Other Purchaser on behalf of any such plan.


                                       21



      5.18. Environmental Matters. (a) Except as disclosed in Schedule 5.18 each
of the Company, each Restricted Subsidiary and each General Partner is, and
after giving effect to the transfer to the Company of the Assets will be, in
compliance with all Environmental Laws applicable to it or to the Business or
Assets except where such noncompliance would not have a Material Adverse Effect.
Each of the Company and the Restricted Subsidiaries has timely and properly
applied for renewal of all environmental permits or licenses that have expired
or are about to expire and are necessary for the conduct of the Business as now
conducted and as proposed to be conducted, except where the failure to timely
and properly reapply would not have a Material Adverse Effect. Schedule 5.18
lists (i) all notices from Federal, state or local environmental agencies to the
Company, any Restricted Subsidiary or either General Partner citing
environmental violations that have not been finally resolved and disposed of,
and no such violation, whether or not notice regarding such violation is listed
on Schedule 5.18, if ultimately resolved against the Company, any Restricted
Subsidiary or either General Partner, as the case may be, individually or in the
aggregate, would have a Material Adverse Effect, and (ii) all current reports
filed by the Company, each Restricted Subsidiary or either General Partner with
any Federal, state or local environmental agency having jurisdiction over the
Assets, true and complete copies of which reports have been made available to
you, your special counsel and your environmental advisor. Notwithstanding any
such notice, the Company, each Restricted Subsidiary and each General Partner
are currently operating in all material respects within the limits set forth in
such environmental permits or licenses and any current noncompliance with such
permits or licenses will not result in any material liability or penalty to the
Company, any Restricted Subsidiary or either General Partner or in the
revocation, loss or termination of any such environmental permits or licenses,
the revocation, loss or termination of which would have a Material Adverse
Effect.

      (b) Except as disclosed in Schedule 5.18, all facilities located on the
real property included in the Assets which are subject to regulation by RCRA are
and have been operated in compliance with RCRA, except where such noncompliance
would not have a Material Adverse Effect and none of the Company, any Restricted
Subsidiary or either General Partner has received, or, to the knowledge of the
Company and each General Partner been threatened with, a notice of violation of
RCRA regarding such facilities.

      (c) Except as disclosed in Schedule 5.18, no hazardous substance (as
defined in CERCLA) or hazardous waste (as defined in RCRA) is located or present
at any of the


                                       22



real property included in the Assets in violation of any Environmental Law,
which violation will have a Material Adverse Effect, and with respect to such
real property there has not occurred (i) any release or threatened release of
any such hazardous substance, (ii) any discharge or threatened discharge of any
substance into ground, surface, or navigable waters which violates any Federal,
state, local or foreign laws, rules or regulations concerning water pollution,
or (iii) any assertion of any Lien pursuant to Environmental Laws resulting from
any use, spill, discharge or clean-up of any hazardous or toxic substance or
waste, which occurrence will have a Material Adverse Effect.

      5.19. Foreign Assets Control Regulations, etc. The issue and sale of the
Initial Notes by National Propane Corp. and its use of the proceeds thereof as
contemplated by this Agreement, and the issue and delivery of the Notes by the
Company, will not violate any of the regulations (other than those regulations,
if any, that are implicated solely as a result of the actions of the purchasers
of the Notes) administered by the Office of Foreign Assets Control, the United
States Department of the Treasury, including, without limitation, the Foreign
Assets Control Regulations, the Transaction Control Regulations, the Cuban
Assets Control Regulations, the Foreign Funds Control Regulations, the Iranian
Assets Control Regulations, the Iranian Transactions Regulations, the Iraqi
Sanctions Regulations, the Libyan Sanctions Regulations, and the Soviet Gold
Coin Regulations of the United States Treasury Department (31 C.F.R., Subtitle
B, Chapter V, as amended) or the restrictions set forth in Executive Orders No.
8389, 9193, 12543 (Libya), 12544 (Libya), 12801 (Libya), 12722 (Iraq), 12724
(Iraq), 12775 (Haiti), 12779 (Haiti), 12808 (Yugoslavia), 12810 (Yugoslavia) or
12831 (Yugoslavia), as amended, of the President of the United States of America
or of any rules or regulations issued thereunder.

      5.20. Disclosure. Neither this Agreement, the other Operative Agreements,
the Memorandum, the Registration Statement, nor any other historical financial
statement, document, certificate or instrument delivered to you by or on behalf
of the Company, any Restricted Subsidiary, any General Partner or any of their
Affiliates (as amended, updated or revised by any subsequent delivery) in
connection with the transactions contemplated by this Agreement, contains any
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading (other than the statements made
regarding general economic conditions relating to national or local economies
and except for projections made and delivered in


                                       23



good faith and on the basis of reasonable assumptions). There is no fact
actually known to the Company or either General Partner which has or in the
future would (so far as the Company or either General Partner can now reasonably
foresee) have a Material Adverse Effect which has not been set forth or referred
to in this Agreement, the Memorandum or the Registration Statement. You and the
Other Purchasers shall be entitled to rely on the statements and disclosures set
forth in the Registration Statement.

      5.21. Chief Executive Office. The chief executive office of the Company
and National Propane Corp. and the office where each maintains its records
relating to the transactions contemplated by the Operative Agreements is located
at Suite 1700, IES Tower, 200 1st Street S.E., P.O. Box 2067, Cedar Rapids, Iowa
52401-2067.

      5.22. Solvency. Upon the sale of the Initial Notes and the concurrent or
prior consummation of the transactions contemplated hereby, National Propane
Corp. will be Solvent. Upon the issuance of the Notes by the Company in exchange
for the Initial Notes and the concurrent or prior consummation of the
transactions contemplated hereby, the Company and its Restricted Subsidiaries
will be Solvent. "Solvent" means, with respect to any Person, that (a) the sum
of the assets of such Person, both at a fair valuation and at present fair
saleable value, will exceed the liabilities of such Person, (b) such Person will
have sufficient capital with which to conduct its business as presently
conducted and as proposed to be conducted and (c) such Person has not incurred
debts, and does not intend to incur debts, beyond its ability to pay such debts
as they mature. For purposes of the foregoing definition, "debts" means any
liabilities or claims, and "claim" means (i) a right to payment, whether or not
such right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured
or (ii) a right to an equitable remedy for breach of performance if such breach
gives rise to a payment, whether or not such right to an equitable remedy is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured. With
respect to any contingent liabilities, such liabilities shall be computed at the
amount which, in light of all the facts and circumstances existing at the time,
represents the amount which can reasonably be expected to become an actual or
matured liability.

SECTION 6.  PURCHASER'S REPRESENTATIONS; SOURCE OF FUNDS.


                                       24



      6.1. You represent that you are purchasing the Initial Notes and accepting
the Notes in exchange for the Initial Notes for your own account or for one or
more separate accounts maintained by you or for the account of one or more
pension or trust funds, in each case not with a view to or for sale in
connection with any distribution thereof within the meaning of the Securities
Act of 1933, as amended, or with any present intention of distributing or
selling any of the Notes, provided that the disposition of your property shall
at all times be within your control. If you are purchasing for the account of
one or more pension or trust funds (other than pension or trust funds included
in the general account of an insurance company), you represent that (except to
the extent that you have otherwise advised Debevoise & Plimpton and the Company
in writing) you have sole investment discretion with respect to the acquisition
of the Initial Notes to be issued to you pursuant to this Agreement and the
Notes to be issued upon exchange thereof and the determination and decision on
your behalf to purchase such Initial Notes and the Notes to be issued upon
exchange thereof for such pension or trust funds is being made by the same
individual or group of individuals who customarily pass on such investments.

      6.2. You represent that at least one of the following statements is an
accurate representation as to the source of funds to be used by you to pay the
purchase price of the Initial Notes purchased by you hereunder:

            (a) if you are an insurance company, no part of such funds
      constitutes assets allocated to any separate account maintained by you in
      which an employee benefit plan (or its related trust) has any interest; or

            (b) if you are an insurance company, to the extent that any of such
      funds constitutes assets allocated to any separate account maintained by
      you, (i) such separate account is a "pooled separate account" within the
      meaning of Prohibited Transaction Class Exemption 90-1, in which case you
      have disclosed to the Company the names of each employee benefit plan
      whose assets in such separate account exceed 10% of the total assets or
      are expected to exceed 10% of the total assets of such account as of the
      date of such purchase (and for the purposes of this subdivision (b), all
      employee benefit plans maintained by the same employer or employee
      organization are deemed to be a single plan), or (ii) such separate
      account contains only the assets of a specific employee benefit plan,
      complete and accurate information as to the identity of which you have
      delivered to the Company in writing; or


                                       25



            (c) if you are a "qualified professional asset manager" or "QPAM"
      (as defined in Part V of Prohibited Transaction Class Exemption 84-14,
      issued March 13, 1984 (the "QPAM Exemption")), all of such funds
      constitute assets of an "investment fund" (as defined in Part V of the
      QPAM Exemption) managed by you, no employee benefit plan assets which are
      included in such investment fund, when combined with the assets of all
      other employee benefit plans (i) established or maintained by the same
      employer or an affiliate (as defined in Part V of the QPAM Exemption) of
      such employer or by the same employee organization and (ii) managed by
      you, exceed 20% of the total client assets managed by you, the conditions
      of the QPAM Exemption (other than Section I(a) thereof) are satisfied and
      you have disclosed to the Company the names of all employee benefit plans
      whose assets are included in such investment fund; or

            (d) if you are other than an insurance company, all or a portion of
      such funds consists of funds which do not constitute assets of any
      employee benefit plan (other than a governmental plan exempt from the
      coverage of ERISA) and the remaining portion, if any, of such funds
      consists of funds which may be deemed to constitute assets of one or more
      specific employee benefit plans, complete and accurate information as to
      the identity of each of which you have delivered to the Company in
      writing; or

            (e) if you are an insurance company, the source of the funds is an
      insurance company general account in respect of which the reserves and
      liabilities for the general account contract(s) held by or on behalf of
      any benefit plan (as defined by the annual statement for life insurance
      companies approved by the National Association of Insurance Commissioners
      (the "NAIC Annual Statement"), determined before reduction for credits on
      account of any reinsurance ceded on a coinsurance basis) together with the
      amount of the reserves and liabilities for the general account contract(s)
      held by or on behalf of any other benefit plans (as defined by the NAIC
      Annual Statement) maintained by the same employer (or affiliate thereof as
      defined in Prohibited Transaction Class Exemption 95-60) or by the same
      employee organization (as defined by the NAIC Annual Statement) in the
      general account do not exceed 10% of the total reserves and liabilities of
      the general account (exclusive of separate account liabilities) plus
      surplus as set forth in the NAIC Annual Statement filed with the state of
      domicile of the insurance company.


                                       26



As used in this Section 6.2, the terms "employee benefit plan", "governmental
plan" and "separate account" shall have the respective meanings assigned to such
terms in Section 3 of ERISA.

SECTION 7. ACCOUNTING; FINANCIAL STATEMENTS AND OTHER INFORMATION.

      The Company will maintain, and will cause each Restricted Subsidiary to
maintain, a system of accounting established and administered in accordance with
GAAP, and will accrue, and will cause each Restricted Subsidiary to accrue, all
such liabilities as shall be required by GAAP. The Company will deliver (in
duplicate, unless you have advised us otherwise) to you, so long as you shall be
entitled to purchase Initial Notes under this Agreement or you or your nominee
shall be the holder of any Notes, and to each other Institutional Investor
holding any Notes (other than a Competitor of the Company):

            (a) as soon as practicable, but in any event within 60 days after
      the end of each of the first three quarterly fiscal periods in each fiscal
      year of the Company, consolidated (and (i) if the Restricted Subsidiaries
      or a Restricted Subsidiary constitutes a Substantial Portion, then as to
      the Restricted Subsidiaries or (ii) if the Restricted Subsidiaries do not
      or a Restricted Subsidiary does not constitute a Substantial Portion, but
      one or more Restricted Subsidiaries have outstanding Indebtedness owing to
      Persons other than the Company or any Restricted Subsidiary and other than
      pursuant to any Security Document, then as to the Restricted Subsidiaries,
      consolidating) balance sheets of the Company and the Restricted
      Subsidiaries as at the end of such period and the related consolidated
      (and, as to statements of income and cash flows, if applicable and as
      appropriate, consolidating) statements of income, surplus or partners'
      capital, cash flows and stockholders' equity of the Company and the
      Restricted Subsidiaries (i) for such period and (ii) (in the case of the
      second and third quarterly periods) for the period from the beginning of
      the current fiscal year to the end of such quarterly period, setting forth
      in each case (except in the case of financial statements with respect to
      the fiscal year of the Company beginning March 15, 1996 or if
      consolidating balance sheets of the Restricted Subsidiaries were not
      required to be delivered pursuant to this subdivision (a) for the previous
      corresponding period) in comparative form the consolidated and, where
      applicable and as appropriate, consolidating figures for the corresponding
      periods of the previous fiscal year, all in reasonable


                                       27



      detail and certified by the principal financial officer of the general
      partner of the Company as presenting fairly, in all material respects, the
      information contained therein (subject to changes resulting from normal
      year-end adjustments), in accordance with GAAP applied on a basis
      consistent with prior fiscal periods, provided that delivery within the
      time period specified above of copies of the Company's Quarterly Report on
      Form 10-Q prepared in compliance with the requirements therefor and filed
      with the Securities and Exchange Commission shall be deemed to satisfy the
      requirements hereof to the extent such reports otherwise satisfy such
      requirements (for purposes of this Section 7, "Substantial Portion" shall
      mean that either (x) either (A) the book value of the assets of the
      Restricted Subsidiaries exceeds 10% of the book value of the consolidated
      assets of the Company and the Restricted Subsidiaries, or (B) the
      Restricted Subsidiaries account for more than 10% of the Consolidated Net
      Income of the Company and the Restricted Subsidiaries, in each case in
      respect of the four fiscal quarters ended as of the date of the applicable
      financial statement) or (y) either (A) the book value of the assets of any
      Restricted Subsidiary exceeds 5% of the book value of the consolidated
      assets of the Company and the Restricted Subsidiaries, or (B) any
      Restricted Subsidiary accounts for more than 5% of the Consolidated Net
      Income of the Company and its Restricted Subsidiaries, in each case in
      respect of the four fiscal quarters ended as of the date of the applicable
      financial statement);

            (b) as soon as practicable, but in any event within 120 days after
      the end of each fiscal year of the Company beginning with the fiscal year
      beginning March 15, 1996, consolidated (and (i) if the Restricted
      Subsidiaries or a Restricted Subsidiary constitutes a Substantial Portion,
      then as to the Restricted Subsidiaries or (ii) if the Restricted
      Subsidiaries do not or a Restricted Subsidiary does not constitute a
      Substantial Portion, but one or more Restricted Subsidiaries have
      outstanding Indebtedness owing to Persons other than the Company or any
      Restricted Subsidiary and other than pursuant to any Security Document,
      then as to the Restricted Subsidiaries, consolidating) balance sheets of
      the Company and the Restricted Subsidiaries and the consolidated balance
      sheets of each General Partner as at the end of such year and the related
      consolidated (and, as to statements of income and cash flows, if
      applicable and as appropriate, consolidating) statements of income,
      partners' capital, cash flows and stockholders' equity of the Company and
      the Restricted Subsidiaries and the consolidated statements of income,
      surplus, cash flow and stockholders' equity of each General Partner for
      such fiscal year, setting forth in each case (except in the case of the
      financial statements with respect


                                       28



      to the fiscal year of the Company beginning March 15, 1996 or if
      consolidating balance sheets of the Restricted Subsidiaries were not
      required to be delivered pursuant to this subdivision (b) for the
      preceding corresponding period) in comparative form the consolidated and,
      where applicable and as appropriate, consolidating figures for the
      previous fiscal year, all in reasonable detail, provided that delivery
      within the time periods specified above of copies of the Company's Annual
      Report on Form 10-K prepared in compliance with the requirements therefor
      and filed with the Securities and Exchange Commission shall be deemed to
      satisfy the requirements hereof to the extent such reports otherwise
      satisfy such requirements, and (i) in the case of such consolidated
      financial statements of the Company, accompanied by a report thereon of
      Deloitte & Touche LLP or other independent public accountants of
      recognized national standing selected by the Company, which report shall
      state that such consolidated financial statements present fairly in all
      material respects the financial position of the Company and the Restricted
      Subsidiaries as at the dates indicated and the results of their operations
      and cash flows for the periods indicated in conformity with GAAP applied
      on a basis consistent with prior years and that the audit by such
      accountants in connection with such consolidated financial statements has
      been made in accordance with generally accepted auditing standards in
      effect in the United States from time to time, and (ii) in the case of
      such consolidated financial statements of each General Partner and such
      consolidating financial statements of the Company, certified by the
      principal financial officer of the general partner of the Company, as
      presenting fairly in all material respects the information contained
      therein, in accordance with GAAP applied on a basis consistent with prior
      fiscal periods;

            (c) together with each delivery of financial statements pursuant to
      subdivisions (a) and (b) of this Section 7, an Officers' Certificate of
      the Company (i) stating that the signers have reviewed the terms of this
      Agreement and the other Operative Agreements and have made, or caused to
      be made under their supervision, a review in reasonable detail of the
      transactions and condition of the Company and the Restricted Subsidiaries
      during the accounting period covered by such financial statements and that
      the signers do not have knowledge of the existence and continuance as at
      the date of such Officers' Certificate of any condition or event which
      constitutes an Event of Default or Potential Event of Default, or, if any
      such condition or event exists, specifying the nature and period of
      existence thereof and what action the Company has taken or is taking or
      proposes to take with respect thereto, (ii) specifying the amount
      available at the end of such


                                       29



      accounting period for Restricted Payments in compliance with Section 10.4
      and showing in reasonable detail all calculations required in arriving at
      such amount, (iii) demonstrating in reasonable detail, if applicable,
      compliance during and at the end of such accounting period with the
      restrictions contained in Sections 10.1(b), (d), (e), (f), (g), (h), (i)
      and (o), 10.3(c), 10.7(a)(ii), 10.7(a)(iii), 10.7(c)(iii), 10.19 and
      10.30, (iv) if not specified in the related financial statements being
      delivered pursuant to subdivisions (a) and (b) above, specifying the
      aggregate amount of interest paid or accrued by the Company and the
      Restricted Subsidiaries, and the aggregate amount of depreciation,
      depletion and amortization charged on the books of the Company and the
      Restricted Subsidiaries, during the fiscal period covered by such
      financial statements and describing in reasonable detail the number and
      nature of the parcels of real property, or rights thereto or interests
      therein, caused to be released by the Company from the Liens of the
      Security Documents pursuant to the Trust Agreement and in the case of the
      fee owned property, the value of the fee owned property caused to be
      released by the Company during such accounting period;

            (d) together with each delivery of consolidated financial statements
      pursuant to subdivision (b) of this Section 7, a written statement by the
      independent public accountants giving the report thereon (i) stating that
      in connection with their audit examination, the terms of this Agreement
      and the other Operative Agreements were reviewed to the extent considered
      necessary for the purpose of expressing an opinion on the consolidated
      financial statements and for making the statement contained in clause (ii)
      hereof (it being understood that no special audit procedures in addition
      to those required by generally accepted auditing standards then in effect
      in the United States shall be required) and (ii) stating whether, in the
      course of their audit examination, they obtained knowledge (and whether,
      as of the date of such written statement, they have knowledge) of the
      existence and continuance of any condition or event which constitutes an
      Event of Default or Potential Event of Default insofar as such Event of
      Default or Potential Event of Default relates to accounting or financial
      matters, and, if so, specifying the nature and period of existence
      thereof;

            (e) promptly upon their becoming publicly available, copies of (i)
      all financial statements, reports, notices and proxy statements sent or
      made available by the Company, either General Partner or the Public
      Partnership to all of its security holders in compliance with the
      Securities Exchange Act of 1934, as amended from


                                       30



      time to time, or any comparable Federal or state laws relating to the
      disclosure by any Person of information to its security holders, (ii) all
      regular and periodic reports and all registration statements and
      prospectuses filed by the Company, either General Partner or the Public
      Partnership with any securities exchange or with the Securities and
      Exchange Commission or any governmental authority succeeding to any of its
      functions (other than Registration Statements on Form S-8), and (iii) all
      press releases and other statements made available by the Company, either
      General Partner or the Public Partnership to the public concerning
      material developments in the business of the Company, either General
      Partner of the Company or the Public Partnership, as the case may be;

            (f) promptly, but in any event (i) within five days after any
      Responsible Officer of the Company knows or (ii) within ten days after any
      Responsible Officer should (in the course of the normal performance of his
      or her duties) know, that (x) any condition or event which constitutes an
      Event of Default or Potential Event of Default has occurred or exists, or
      is expected to occur or exist, (y) the holder of any Note has given any
      notice or taken any other action with respect to a claimed Event of
      Default or Potential Event of Default under this Agreement or default
      under any other Operative Agreement or (z) any Person has given any notice
      to the Company, either General Partner or any Restricted Subsidiary or
      taken any other action with respect to a claimed default or event or
      condition of the type referred to in Section 11(f), an Officers'
      Certificate of the Company describing the same and the period of existence
      thereof and what action the Company has taken, is taking and proposes to
      take with respect thereto;

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


                                       31



            (h) promptly, but in any event (i) within five days after any
      Responsible Officer of the Company knows, or (ii) within ten days after
      any Responsible Officer of the Company should (in the course of the normal
      performance of his or her duties) know, that any of the events or
      conditions specified below with respect to any Plan has occurred or
      exists, or is expected to occur or exist, a statement setting forth
      details respecting such event or condition and the action, if any, that
      the Company or any Related Person of the Company has taken, is taking and
      proposes to take or cause to be taken with respect thereto (and a copy of
      any notice or report filed with or given to or communication received from
      the PBGC, the Internal Revenue Service or the Department of Labor with
      respect to such event or condition):

                  (A) any reportable event, as defined in Section 4043(b) of
      ERISA and the regulations issued thereunder;

                  (B) the filing under Section 4041 of ERISA of a notice of
      intent to terminate any Plan or the termination of any Plan;

                  (C) a substantial cessation of operations within the meaning
      of Section 4062(e) of ERISA under circumstances which could result in the
      treatment of the Company or any Related Person of the Company as a
      substantial employer under a "multiple employer plan" or the application
      of the provisions of Section 4062, 4063 or 4064 of ERISA to the Company or
      any Related Person of the Company;

                  (D) the taking of any steps by the PBGC or the institution by
      the PBGC of proceedings under Section 4042 of ERISA for the termination
      of, or the appointment of a trustee to administer, any Plan, or the
      receipt by the Company or any Related Person of the Company of a notice
      from a Multiemployer Plan that such action has been taken by the PBGC with
      respect to such Multiemployer Plan;

                  (E) the complete or partial withdrawal by the Company or any
      Related Person of the Company under Section 4063, 4203 or 4205 of ERISA
      from a Plan which is a "multiple employer plan" or a Multiemployer Plan,
      or the receipt by the Company or any Related Person of the Company of
      notice from a Multiemployer Plan regarding any alleged withdrawal or that
      it intends to


                                       321



      impose withdrawal liability on the Company or any Related Person of the
      Company or that it is in reorganization or is insolvent within the meaning
      of Section 4241 or 4245 of ERISA or that it intends to terminate under
      Section 4041A of ERISA or from a "multiple employer plan" that it intends
      to terminate;

                  (F) the taking of any steps concerning the threat or the
      institution of a proceeding against the Company or any Related Person of
      the Company to enforce Section 515 of ERISA;

                  (G) the occurrence or existence of any event or series of
      events which could result in a liability to the Company or any Related
      Person of the Company pursuant to Section 4069(a) or 4212(c) of ERISA;

                  (H) the failure to make a contribution to any Plan, which
      failure, either alone or when taken together with any other such failure,
      is sufficient to result in the imposition of a lien on any property of the
      Company or any Related Person of the Company pursuant to Section 302(f) of
      ERISA or Section 412(n) of the Code or could result in the imposition of a
      material tax or material penalty pursuant to Section 4971 of the Code on
      the Company or any Related Person of the Company;

                  (I) the amendment of any Plan in a manner which would be
      treated as a termination of such Plan under Section 4041(e) of ERISA or
      require the Company or any Related Person of the Company to provide
      security to such Plan pursuant to Section 307 of ERISA or Section
      401(a)(29) of the Code; or

                  (J) the incurrence of liability in connection with the
      occurrence of a "prohibited transaction" (within the meaning of Section
      406 of ERISA or Section 4975 of the Code);

            (i) promptly, but in any event within five days, after an officer of
      any of the Company, any Subsidiary or either General Partner receives any
      notice or request from any Person (other than any Affiliate or any agent,
      attorney or similar party employed by the Company or either General
      Partner) for information, or if the Company, any Subsidiary or either
      General Partner provides any notice or information to any such Person
      (other than any Affiliate or any agent, attorney or


                                       33



      similar party employed by the Company or either General Partner),
      concerning the presence or release of any hazardous substance (as defined
      in CERCLA) or hazardous waste (as defined in RCRA) or other contaminants
      (as defined by any applicable federal, state, local or foreign laws)
      within, on, from, relating to or affecting any property owned, leased, or
      subleased by the Company, any Subsidiary or either General Partner, copies
      of each such notice, request or information, except such notices or
      requests for information received or filings made in the normal course of
      business which do not pertain to the violation by the Company, any
      Subsidiary or either General Partner of an Environmental Law; and

            (j) with reasonable promptness, such other financial reports and
      information and data (including, without limitation, any management letter
      issued or provided by independent public accountants of the Company or any
      Restricted Subsidiary) with respect to the Company, any Restricted
      Subsidiary, any Subsidiary (to the extent such reports, information and
      data relate to environmental matters or any material litigation or
      proceeding) or either General Partner as from time to time may be
      requested by you (so long as you hold a Note), or by any holder of any
      Note other than a Competitor of the Company.

SECTION 8. INSPECTION.

      The Company will permit or cause the general partner of the Company to
permit (a) at any time when an Event of Default or Potential Event of Default
shall have occurred and be continuing, any authorized representatives designated
by you, so long as you shall be entitled to purchase the Initial Notes under
this Agreement or you or your nominee shall be the holder of any Notes, or by
any other institutional holder of any Notes (other than a Competitor of the
Company), and (b) at any other time, any authorized representative designated by
any Purchaser or Purchasers holding at least 5% of the principal amount of the
Notes, or by any other holder or holders of at least 5% of the principal amount
of the Notes (other than a Competitor of the Company) then outstanding and an
authorized representative of all of the holders of the Notes, in each case, upon
prior written notice and as may be reasonably requested, to visit during normal
business hours and inspect any of the properties of the Company, any Restricted
Subsidiary and any other Subsidiary (to the extent relating to environmental or
litigation matters) and, to the extent relating to the Business, any properties
of either General Partner or of such General Partner's Subsidiaries, including
the books of account of the Company, the Restricted Subsidiaries, such other
Subsidiaries, either


                                       34




General Partner and such General Partner's Subsidiaries, and to make copies and
take extracts therefrom, and to discuss its and their affairs, finances and
accounts with its and their senior officers and (with reasonable prior written
notice) independent public accountants (and by this provision each of the
Company and each General Partner authorizes such accountants to discuss with
such representatives the affairs, finances and accounts of the Company, any
Restricted Subsidiary, such other Subsidiaries, such General Partner or any of
such General Partner's Subsidiaries, as the case may be) all at such times and
as often as may be requested, provided that you shall bear the expenses of your
authorized representative, except the Company will bear the expenses of such
authorized representatives if an Event of Default or Potential Event of Default
has occurred and is continuing; and the Company shall at all times bear the
expenses of its and its Affiliates' officers and independent public accountants.

SECTION 9. PREPAYMENT OF NOTES.

      9.1. Required Prepayments of the Notes. On each of the dates set forth in
the following table, the Company will prepay the principal amount of the Notes
set forth opposite such date in such table (or such lesser principal amount of
the Notes as shall at the time be outstanding), at the principal amount of the
Notes so prepaid, without premium, together with interest accrued thereon:

                                              Principal Amount
         Date of Prepayment                     of Prepayment
- ------------------------------------------  -------------------
June 30, 2003                                   $15,625,000
June 30, 2004                                    15,625,000
June 30, 2005                                    15,625,000
June 30, 2006                                    15,625,000
June 30, 2007                                    15,625,000
June 30, 2008                                    15,625,000
June 30, 2009                                    15,625,000

      Any partial prepayment of the Notes pursuant to Section 9.2, 9.3 or 9.4
(to the extent not applied to satisfy a prepayment required under this Section
9.1) shall be applied to reduce each prepayment thereafter required to be made
pro rata, but no acquisition of the Notes by the Company or any of its
Affiliates, otherwise shall relieve


                                       35



the Company from its obligation to make the required prepayments provided for in
this Section 9.1. The Company shall notify the holders of the Notes of any
application provided for in the immediately preceding sentence five days prior
to such application. On the maturity date, the Company will pay the then
outstanding principal amount of the Notes together with interest accrued
thereon.

      9.2. Optional Prepayments of the Notes with Make Whole Amount. The Notes
shall be subject to prepayment, in whole at any time or from time to time in
part (in an amount of not less than $5,000,000), at the option of the Company,
upon notice as provided in Section 9.5 at 100% of the principal amount of the
Notes so prepaid plus interest thereon to the prepayment date and the Make Whole
Amount.

      9.3. Prepayment on Change of Control. (a) The Company will, within 90 days
after any Change of Control give written notice of such Change of Control to
each holder of Notes. Such notice shall contain and constitute an offer to
prepay the Notes as described in subdivision (b) of this Section 9.3 and shall
be accompanied by the certificate described in subdivision (e) of this Section
9.3.

      (b) The offer to prepay Notes contemplated by subdivision (a) of this
Section 9.3 shall be an offer to prepay, in accordance with and subject to this
Section 9.3, all, but not less than all, the Notes held by each holder (in this
case only, "holder" in respect of any Note registered in the name of a nominee
for a disclosed beneficial owner shall mean such beneficial owner) on a date
specified in such offer (the "Proposed Prepayment Date") that is not less than
20 days and not more than 30 days after the date of such offer (if the Proposed
Prepayment Date shall not be specified in such offer, the Proposed Prepayment
Date shall be the 20th day after the date of such offer).

      (c) A holder of Notes may accept the offer to prepay made pursuant to this
Section 9.3 by causing a notice of such acceptance to be delivered to the
Company at least 5 days prior to the Proposed Prepayment Date. A failure by a
holder of Notes to respond to an offer to prepay made pursuant to this Section
9.3 shall be deemed to constitute a rejection of such offer by such holder.

      (d) Prepayment of the Notes to be prepaid pursuant to this Section 9.3
shall be at 100% of the principal amount of such Notes, plus a premium equal to
1% of such principal amount (the "Premium Amount"), together with interest on
such Notes


                                       36



accrued to the date of prepayment. The principal amount and the Premium Amount
shall, with respect to all Notes the holder of which accepted the offer to
prepay pursuant to subdivision (c), become due and payable on the Proposed
Prepayment Date.

      (e) Each offer to prepay the Notes pursuant to this Section 9.3 shall be
accompanied by an Officers' Certificate, executed by a senior financial officer
and a Responsible Officer of the Company and dated the date of such offer,
specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made
pursuant to this Section 9.3; (iii) the principal amount of each Note offered to
be prepaid; (iv) the premium due in connection with such prepayment; (v) the
interest that would be due on each Note offered to be prepaid, accrued to the
Proposed Prepayment Date; (vi) that the conditions of this Section 9.3 have been
fulfilled; (vii) in reasonable detail, the nature and date of the Change of
Control; and (viii) that a failure to respond to such notice shall be deemed a
rejection of such offer to prepay the Notes.

      9.4. Contingent Prepayments on Disposition of Property, Taking or
Destruction. (a) If at any time the Company or any of the Restricted
Subsidiaries disposes of property or such property shall be damaged, destroyed
or taken in eminent domain or there shall be title insurance proceeds with
respect to such property, in any such case, with the result that there are
Excess Proceeds, and the Company does not apply such Excess Proceeds in the
manner described in Section 10.7(c)(iii)(B)(x), and if the next scheduled date
of prepayment of the Notes pursuant to Section 9.1 occurs within 270 days after
receipt of such Excess Proceeds, such Excess Proceeds may be applied to such
prepayment required under Section 9.1 (unless such scheduled prepayment has been
paid by the Company). To the extent that there are such Excess Proceeds
remaining after application in accordance with the first sentence of this
Section 9.4(a), the Company shall prepay, upon notice as provided in Section 9.5
(which notice shall be given not later than 270 days after the date of such sale
of property), a principal amount of the outstanding Notes equal to the amount of
such remaining Excess Proceeds allocable to the Notes, determined by allocating
such remaining Excess Proceeds pro rata among the holders of all Notes and
Parity Debt, if any, outstanding on the date such prepayment is to be made,
according to the aggregate then unpaid principal amounts of the Notes (and the
Make Whole Amount on the principal amount of the Notes to be prepaid) and Parity
Debt, respectively. Each prepayment of Notes pursuant to this Section 9.4(a)
shall be made at 100% of the principal amount of the Notes to be prepaid, plus
interest thereon to the prepayment


                                       37



date plus, to the extent the prepayment is not made in satisfaction of a
required prepayment in accordance with Section 9.1, the Make Whole Amount
thereon.

      (b) In the event that damage, destruction or a taking shall occur in
respect of all or a portion of the properties subject to any of the Security
Documents, or there shall be proceeds under title insurance policies with
respect to any real property, all Net Insurance Proceeds (as defined in the
Mortgage), self-insurance amounts, Net Awards (as defined in the Mortgage) or
title insurance proceeds which, as of any date, shall not theretofore have been
applied to the cost of Restoration (as defined in the Mortgage) shall be deemed
to be proceeds of property disposed of voluntarily, shall be subject to the
provisions of Section 10.7(c) and, if subdivision (iii)(B)(y) of Section 10.7(c)
is applicable thereto, shall be subject to the prepayment provisions of Section
9.4(a). Any amounts prepaid pursuant to this Section 9.4(b) on the date on which
a prepayment is required under Section 9.1 may be applied to satisfy such
prepayment required under Section 9.1.

      9.5. Notice of Prepayments; Officers' Certificate. The Company will give
each holder of any Notes irrevocable written notice of each prepayment under
Section 9.2 or 9.4 not less than 10 days and not more than 30 days prior to the
date fixed for such prepayment, in each case specifying such prepayment date,
the aggregate principal amount of the Notes and the principal amount of each
Note held by such holder to be prepaid and the Section under which such
prepayment is to be made. Notice of prepayment having been given as aforesaid,
the principal amount of the Notes specified in such notice, together with
interest thereon to the prepayment date and together with the Make Whole Amount,
if any, with respect thereto, shall become due and payable on such prepayment
date. The Company shall, on or before the Business Day next succeeding the date
which the Company sends such written notice, give telephonic notice of the
principal amount of the Notes to be prepaid and the prepayment date to each
holder of any Notes which shall have designated a recipient of such notices in
the Schedule of Purchasers attached hereto or by notice in writing to the
Company. Each holder of a Note shall receive, on the Business Day immediately
preceding the date scheduled for any such prepayment, an Officers' Certificate
certifying that the conditions of the Section under which such prepayment is to
be made have been fulfilled and specifying the particulars of such fulfillment.
In the event that there shall have been a partial prepayment of the Notes under
Section 9.2, 9.3 or 9.4, the Company shall promptly give notice to the holders
of the Notes, accompanied by an Officers' Certificate setting forth the
principal amount of each of the Notes that was


                                       38



prepaid and specifying how each such amount was determined, setting forth the
reduced amount of each required prepayment thereafter becoming due with respect
to the Notes under Section 9.1, and certifying that such reduction has been
computed in accordance with such Section.

      9.6. Allocation of Partial Prepayments. Upon any partial prepayment of the
Notes pursuant to Section 9.1, 9.2 or 9.4 the principal amount so prepaid shall
be allocated (in integral multiples of $1,000 as nearly as practicable) to all
Notes at the time outstanding in proportion to the respective outstanding
principal amounts thereof not theretofore called for prepayment, with
adjustments, to the extent practicable, to compensate for any prior prepayments
not made exactly in such proportion.

      9.7. Maturity; Surrender, etc. In the case of each prepayment, the
principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make Whole Amount or
other premium, if any. From and after such date, unless the Company shall fail
to pay such principal amount when so due and payable, together with the interest
and Make Whole Amount or other premium, if any, as aforesaid, interest on such
principal amount shall cease to accrue. Any Note paid or prepaid in full shall,
after such payment or prepayment in full, be surrendered to the Company and
canceled and shall not be reissued, and no Note shall be issued in lieu of any
prepaid principal amount of any Note.

      9.8. Acquisition of Notes. None of the General Partners or the Company
shall, nor shall any permit any of their respective Subsidiaries or any
Restricted Affiliate to, prepay or otherwise retire in whole or in part prior to
their stated final maturity (other than by prepayment pursuant to Section 9.1,
9.2, 9.3 or 9.4 or upon acceleration of such final maturity pursuant to Section
11), or purchase or otherwise acquire, directly or indirectly, Notes held by any
holder, except, pursuant to an offer to purchase made pro rata to the holders of
all of the Notes on the same terms and conditions. Any Notes prepaid or
otherwise retired or purchased or otherwise acquired by the Company or any of
its Subsidiaries or either General Partner shall not be deemed to be outstanding
for any purpose under this Agreement or any other Operative Agreement. Any notes
prepaid or otherwise purchased or otherwise acquired by any Affiliate of the
Company (other than any of its Subsidiaries or either General Partner) shall not
be deemed outstanding for the purpose of any vote of the holders of the Notes
(including, without limitation, the calculation of any percentage of principal
amount of


                                       39



the Notes outstanding with respect to any such vote) pursuant to this Agreement
or any other Operative Agreement but shall be deemed outstanding with respect to
the payment of principal, premium and interest on the Notes.

SECTION 10. BUSINESS AND FINANCIAL COVENANTS OF THE COMPANY.

      The Company covenants that from the date of this Agreement through the
Closing and thereafter so long as any of the Notes are outstanding:

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

            (a) the Company may become and remain liable with respect to the
      Indebtedness evidenced by the Notes;

            (b) the Company and the Restricted Subsidiaries may become and
      remain liable with respect to Indebtedness incurred by the Company and the
      Restricted Subsidiaries to finance the making of expenditures for the
      improvement or repair of or additions to the Assets, provided that (i) the
      aggregate principal amount of Indebtedness incurred under this Section
      10.1(b) and outstanding at any time shall not exceed an amount equal to
      the sum of (x) the net cash proceeds received by the Company from the
      general partner of the Company or from the Public Partnership as a capital
      contribution or as consideration for the issuance by the Company of
      additional partnership interests, in each case for the sole purpose of
      financing such expenditures, and (y) the fair market value of the Units
      contributed to the Company by the Public Partnership or issued directly to
      the Person selling such asset or making such repair or improvement by the
      Public Partnership for the sole purpose of financing such expenditures,
      only to the extent, however, that such Units are used to pay,
      substantially concurrently with the date of contribution, at least 50% of
      the purchase price or cost of such improvements, repairs or additions, and
      (ii) if such Indebtedness is to be secured under the Security Documents as
      provided in Section 10.2(i), the agreement or instrument pursuant to which
      such Indebtedness is incurred (A) contains no financial or business
      covenants that are more restrictive on the Company or its Subsidiaries
      than or that are in addition to those contained in this Section 10 (unless
      prior to or simultaneously


                                       39



      with the incurrence of such Indebtedness this Agreement and the Other
      Agreements are amended to provide the benefits of such more restrictive
      covenants to the holders of the Notes) and (B) specifies no events of
      default (other than with respect to the payment of principal and interest
      on such Indebtedness or the accuracy of representations and warranties
      made in connection with such agreement or instrument) which are capable
      of occurring prior to the occurrence of the Events of Default specified in
      Section 11 (unless prior to or simultaneously with the incurrence of such
      Indebtedness this Agreement and the Other Agreements are amended to
      provide the benefit of such events of default to the holders of the
      Notes);

            (c) any Restricted Subsidiary may become and remain liable with
      respect to Indebtedness of such Restricted Subsidiary owing to the Company
      or to another Restricted Subsidiary, provided that such Indebtedness is
      created and is outstanding under an agreement or instrument pursuant to
      which such Indebtedness is subordinated to the Notes and to Indebtedness
      secured under the Security Documents at least to the extent provided in
      the subordination provisions set forth in Exhibit E and provided further
      that such Indebtedness is evidenced by an Intercompany Note pledged to the
      Trustee;

            (d) the Company and the Restricted Subsidiaries may become and
      remain liable with respect to unsecured Indebtedness owing to the general
      partner of the Company or an Affiliate of the general partner of the
      Company, provided that (i) the aggregate principal amount of such
      Indebtedness of the Company and the Restricted Subsidiaries outstanding at
      any time shall not be in excess of $20,000,000 and (ii) such Indebtedness
      is created and is outstanding under an agreement or instrument pursuant to
      which such Indebtedness is subordinated to the Notes and to Indebtedness
      secured under the Security Documents at least to the extent provided in
      the subordination provisions set forth in Exhibit E;

            (e) the Company may become and remain liable with respect to
      Indebtedness incurred under the Bank Credit Facilities, provided that

            (i) the aggregate principal amount outstanding under the Initial
            Acquisition Facility, together with amounts outstanding pursuant to
            Indebtedness permitted by subdivisions (h)(3)(i) and (o) of Section
            10.1, will be in an aggregate principal amount not in excess of
            $40,000,000 outstanding at any time, and


                                   41



            (ii) in respect of the Working Capital Facility:

                  (1) there shall be a period of at least 30 consecutive days
            during each fiscal year of the Company on each day of which there
            shall be no such Indebtedness outstanding under the Working Capital
            Facility, and

                  (2) the aggregate principal amount of loans, exposure under
            letters of credit in respect of the Working Capital Facility and the
            unfunded commitments thereunder at any time outstanding thereunder
            shall not be in excess of $15,000,000;

            (f) the Company and the Restricted Subsidiaries may become and
      remain liable with respect to Indebtedness, in addition to that otherwise
      permitted by the foregoing subdivisions of this Section 10.1, if on the
      date the Company or any Restricted Subsidiary becomes liable with respect
      to any such additional Indebtedness and immediately after giving effect
      thereto and to the substantially concurrent repayment of any other
      Indebtedness (i) the ratio of Consolidated Cash Flow to Consolidated Pro
      Forma Debt Service is greater than 2.50 to 1.0 and (ii) the ratio of
      Consolidated Cash Flow to Maximum Consolidated Pro Forma Debt Service is
      greater than 1.25 to 1.0, provided that, in addition to the foregoing, if
      such Indebtedness is incurred by the Company or any Restricted Subsidiary
      to finance the making of expenditures for the improvement or repair of or
      additions to the Assets, and if such Indebtedness is to be secured under
      the Security Documents as provided in Section 10.2(i), such Indebtedness
      shall be incurred pursuant to an agreement or instrument which complies
      with the requirements set forth in clause (ii) of the proviso to Section
      10.1(b);

            (g) the Company may become and remain liable with respect to the
      Indebtedness referred to in Schedule 5.7, provided that all the aggregate
      principal amount of such Indebtedness at any time outstanding shall not
      exceed $1,500,000;

            (h) the Company and any Restricted Subsidiary may become and remain
      liable with respect to pre-existing Indebtedness relating to any Person,
      business or assets acquired by the Company or such Restricted Subsidiary,
      as the case may be, provided that (1) no condition or event shall exist
      which constitutes an Event of Default or Potential Event of Default, (2)
      such Indebtedness was not incurred in anticipation of the acquisition of
      such Person, business or assets and (3) after


                                       42



      giving effect to such Person becoming a Restricted Subsidiary, or the
      acquisition of such business or assets, either (i) the sum of (A) such
      Indebtedness, (B) the then aggregate principal amount of outstanding
      Indebtedness under the Initial Acquisition Facility and (C) the then
      outstanding principal amount of any Indebtedness permitted by Section
      10.1(o), does not exceed $40,000,000, or (ii) the Company or such
      Restricted Subsidiary could incur at least $1 of additional Indebtedness
      in compliance with the requirements set forth in clauses (i) and (ii) of
      Section 10.1(f);

            (i) so long as no Event of Default or Potential Event of Default has
      occurred and is continuing, the Company and the Restricted Subsidiaries
      may become and remain liable with respect to Indebtedness secured equally
      and ratably with the Notes incurred for any extension, renewal, refunding
      or refinancing of Indebtedness permitted pursuant to subdivisions (a),
      (b), (e)(i) and (f) of this Section 10.1, provided that (i) the principal
      amount (including any exposure under letters of credit and any unfunded
      commitments) of such Indebtedness shall not exceed the principal amount
      (including any exposure under letters of credit and any unfunded
      commitments) of such Indebtedness being extended, renewed, refunded or
      refinanced together with any accrued interest and Make Whole Amount,
      Premium Amount or other premium with respect thereto and any costs and
      expenses related to such extension, renewal, refunding or refinancing,
      (ii) the maturity date of such Indebtedness shall not be sooner than the
      maturity date of such Indebtedness being extended, renewed, refunded or
      refinanced, (iii) the average life to maturity of such Indebtedness shall
      be equal to or greater than the remaining average life to maturity of such
      Indebtedness being extended, renewed, refunded or refinanced and (iv) if
      such Indebtedness is incurred for any extension, renewal, refunding or
      refinancing of Indebtedness permitted pursuant to (A) subdivision (b) or
      (f), such Indebtedness satisfies the conditions specified in clause (ii)
      of the proviso to subdivision (b) or (B) subdivision (e)(i), the financial
      and business covenants of such Indebtedness are no more restrictive on the
      Company and its Subsidiaries and there are no additional covenants than
      those contained in the Bank Credit Facilities as of the date of this
      Agreement and such Indebtedness specifies no events of default (other than
      with respect to the payment of principal and interest on such Indebtedness
      or the accuracy of representations and warranties made in connection with
      such agreement or instrument) which are capable of occurring prior to the
      occurrence of the events of default specified in the Bank Credit
      Facilities as of the date of this Agreement (unless prior to or
      simultaneously with


                                       43



      the incurrence of such Indebtedness this Agreement and the Other
      Agreements are amended to provide the benefit of such more restrictive
      covenants and events of default to the holders of the Notes);

            (j) so long as no Event of Default or Potential Event of Default has
      occurred and is continuing, the Company and the Restricted Subsidiaries
      may become and remain liable with respect to Indebtedness secured equally
      and ratably with the Notes, incurred for any extension, renewal, refunding
      or refinancing of Indebtedness permitted pursuant to subdivision (e)(ii)
      of this Section 10.1, provided that (i) the aggregate principal amount of
      such Indebtedness, any exposure under letters of credit issued pursuant to
      such a working capital facility and the amount of the unfunded commitments
      thereunder, shall not exceed $15,000,000, and (ii) such Indebtedness, any
      such letters of credit and commitments shall be incurred pursuant to a
      working capital facility (A) which complies with the requirements set
      forth in clause (ii)(1) of Section 10.1(e) and (B) the financial and
      business covenants of such Indebtedness are no more restrictive on the
      Company and its Subsidiaries and there are no additional covenants than
      those contained in the Bank Credit Facilities as of the date of this
      Agreement and such Indebtedness specifies no events of default (other than
      with respect to the payment of principal and interest on such Indebtedness
      or the accuracy of representations and warranties made in connection with
      such agreement or instrument) which are capable of occurring prior to the
      occurrence of the events of default specified in the Bank Credit
      Facilities as of the date of this Agreement (unless prior to or
      simultaneously with the incurrence of such Indebtedness this Agreement and
      the Other Agreements are amended to provide the benefit of such more
      restrictive covenants and events of default to the holders of the Notes);

            (k) so long as no Event of Default or Potential Event of Default has
      occurred and is continuing, the Company and the Restricted Subsidiaries
      may become and remain liable with respect to unsecured Indebtedness
      incurred for any extension, renewal, refunding or refinancing of
      Indebtedness otherwise permitted by this Section 10.1, provided that (i)
      the principal amount of such unsecured Indebtedness to be incurred shall
      not exceed the principal amount of such Indebtedness being extended,
      renewed, refunded or refinanced together with any accrued interest and
      Make Whole Amount, Premium Amount or other premium with respect thereto
      and any costs and expenses related to such extension, renewal, refunding
      or refinancing, (ii) the maturity date of such unsecured Indebtedness
      shall not be


                                       44



      sooner than the maturity date of such Indebtedness being extended,
      renewed, refunded or refinanced and (iii) the average life to maturity of
      such unsecured Indebtedness shall be equal to or greater than the
      remaining average life to maturity of such Indebtedness being extended,
      renewed, refunded or refinanced;

            (l) so long as no Event of Default or Potential Event of Default has
      occurred and is continuing, the Company and the Restricted Subsidiaries
      may become and remain liable with respect to secured Indebtedness incurred
      for any extension, renewal, refunding or refinancing of secured
      Indebtedness (other than Indebtedness permitted by subdivisions (a), (b),
      (e) or (f)) otherwise permitted pursuant to this Section 10.1, provided
      that (i) the principal amount of such Indebtedness to be incurred shall
      not exceed the principal amount of such Indebtedness being extended,
      renewed, refunded or refinanced together with any accrued interest and
      premium with respect thereto and any and all costs and expenses related to
      such extension, renewal, refunding or refinancing, (ii) the maturity date
      of such Indebtedness shall not be sooner than the maturity date of such
      Indebtedness being extended, renewed, refunded or refinanced, and (iii)
      the average life to maturity of such Indebtedness to be incurred shall be
      equal to or greater than the remaining average life to maturity of such
      Indebtedness being extended, renewed, refunded or refinanced;

            (m) the Company and any Restricted Subsidiaries may become and
      remain liable with respect to any Interest Rate Agreement;

            (n) any Restricted Subsidiary may become and remain liable with
      respect to Indebtedness evidenced by the Subsidiary Guarantee Agreements;
      and

            (o) the Company or any Restricted Subsidiary may become and remain
      liable with respect to Indebtedness issued to a seller of assets or stock
      purchased by the Company or such Restricted Subsidiary in an amount not
      exceeding the sum of (i) $40,000,000, less (ii) the principal amount of
      any Indebtedness outstanding under subdivision (h)(3)(i) and subdivision
      (e)(i), provided that the agreement or instrument pursuant to which such
      Indebtedness is incurred (A) contains no financial or business covenants
      that are more restrictive on the Company or its Subsidiaries than or that
      are in addition to those contained in this Section 10 (unless prior to or
      simultaneously with the incurrence of such Indebtedness this Agreement and
      the Other Agreements are amended to provide the benefits of such more
      restrictive


                                       45



      covenants to the holders of the Notes), and (B) specifies no events of
      default (other than with respect to the payment of principal and interest
      on such Indebtedness or the accuracy of representations and warranties
      made in connection with such agreement or instrument) which are capable of
      occurring prior to the occurrence of the Events of Default specified in
      Section 11 (unless prior to or simultaneously with the incurrence of such
      Indebtedness this Agreement and the Other Agreements are amended to
      provide the benefit of such events of default to the holders of the
      Notes).

      Notwithstanding the foregoing, the aggregate principal amount of all
Indebtedness of all Restricted Subsidiaries at any time outstanding (other than
Indebtedness permitted by Section 10.1(n) or Section 10.1(m) but only to the
extent such Restricted Subsidiary is a party to Interest Rate Agreements with
respect to Indebtedness for which it is directly liable) shall not exceed $10
million. For the purpose of this Section 10.1, any Person becoming a Restricted
Subsidiary after the date of this Agreement shall be deemed to have become
liable with respect to all of its then outstanding Indebtedness at the time it
becomes a Restricted Subsidiary, and any Person extending, renewing or refunding
any Indebtedness shall be deemed to have become liable with respect to such
Indebtedness at the time of such extension, renewal or refunding. The Company or
any Restricted Subsidiary shall be deemed to have become liable with respect to
any Indebtedness securing any real property acquired by the Company or such
Restricted Subsidiary, as the case may be, at the time of such acquisition. Any
amendment of the terms of this Agreement required by clause (ii) of the proviso
to Section 10.1(b) shall provide that such amendment shall only be effective
until the date the Indebtedness (the incurrence of which required the amendment
of this Agreement) is paid in full and all commitments to lend and letters of
credit outstanding under such facility are canceled or terminated. The Company
shall provide written notice to each holder of the repayment in full in cash of
such Indebtedness and the cancellation of all commitments and letters of credit
pursuant to any such facility, which notice shall provide that the amendments to
this Agreement required by clause (ii) of the proviso to Section 10.1(b) with
respect to such facility, are no longer effective.

      10.2. Liens, etc. The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly create, incur, assume or permit to exist
any Lien on or with respect to any property or asset (including any document or
instrument in respect of goods or accounts receivable) of the Company or any
Restricted Subsidiary,


                                       46



whether now owned or held or hereafter acquired, or any income or profits
therefrom (whether or not provision is made for the equal and ratable securing
of the Notes in accordance with the provisions of Section 10.16), except:

            (a) Liens for taxes, assessments or other governmental charges the
      payment of which is not at the time required by Section 10.9;

            (b) Liens of landlords and carriers, vendors, warehousemen,
      mechanics, materialmen, repairmen and other like Liens incurred in the
      ordinary course of business for sums not yet due or the payment of which
      is not at the time required by Section 10.9, in each case not incurred or
      made in connection with the borrowing of money, the obtaining of advances
      or credit or the payment of the deferred purchase price of property;

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

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

            (e) leases or subleases granted to others, easements, rights-of-way,
      restrictions and other similar charges or encumbrances, which, in each
      case are granted, entered into or created in the ordinary course of the
      business of the Company or any Restricted Subsidiary and which do not
      materially interfere with the ordinary conduct of the business of the
      Company or any Restricted Subsidiary;

            (f) Liens on property or assets of any Restricted Subsidiary
      securing Indebtedness of such Restricted Subsidiary owing to the Company
      or any other Restricted Subsidiary;


                                       47



            (g) Liens existing on the Assets at the time of the acquisition
      thereof by the Company and described in Schedule 10.2;

            (h) Liens created by any of the Security Documents securing
      Indebtedness incurred in accordance with Section 10.1(a) or Section
      10.1(e);

            (i) Liens created by any of the Security Documents securing
      Indebtedness incurred in accordance with Section 10.1(b) or, to the extent
      incurred to finance the making of capital improvements, repairs and
      additions to the Company's Assets, Section 10.1(f) (but only to the extent
      it complies with the requirements thereof), provided that (1) such Liens
      are effected through an amendment to the Security Documents to the extent
      necessary to provide the holders of such Indebtedness equal and ratable
      security in the property and assets subject to the Security Documents with
      the holders of the Notes and of other Indebtedness secured under the
      Security Documents as provided in Section 10.1(b) or 10.1(f), (2) the
      Security Documents are amended to the extent necessary to extend the Lien
      thereof to any property or assets acquired or otherwise financed with the
      proceeds of such Indebtedness, (3) the Company has delivered to the
      Trustee an Officers' Certificate demonstrating that the principal amount
      of such Indebtedness does not exceed the lesser of the cost to the Company
      of such property or assets and the fair market value of such property or
      assets (as determined in good faith by the general partner of the
      Company), that such incurrence of Indebtedness pursuant to Section 10.1(b)
      or 10.1(f), as the case may be, complies in all respects with the
      requirements of such Section and that the amendments to the Security
      Documents required by this Section 10.2(i) and the filing and recordation
      of such amendments and related supplements will not have a Material
      Adverse Effect, and (4) the Company has delivered to the Trustee an
      opinion of counsel reasonably satisfactory to the Trustee to the effect
      that the Lien of the Security Documents has attached and is perfected with
      respect to such additional property and assets;

            (j) Liens existing on any property of any Person at the time it
      becomes a Restricted Subsidiary, or existing prior to the time of
      acquisition (and not created in anticipation of such acquisition) upon any
      property acquired by the Company or any Restricted Subsidiary through
      purchase, merger or consolidation or otherwise, whether or not assumed by
      the Company or such Restricted Subsidiary, or created to secure
      Indebtedness incurred under Section 10.1(f) or Section 10.1(o) to pay all
      or any part of the purchase price ("Purchase Money Lien") of property
      acquired by


                                       48



      the Company or a Restricted Subsidiary or to pay the cost of an
      improvement (other than improvements to property subject to the Lien of
      the Security Documents), provided that (i) any such Lien shall be confined
      solely to the item or items of property so acquired and, if required by
      the terms of the instrument originally creating such Lien, other property
      which is an improvement to or is acquired for specific use in connection
      with such acquired property, (ii) such item or items of property so
      acquired (other than property (which may include stock or other equity
      interests) subject to Liens existing prior to the time of acquisition and
      not created in anticipation of such acquisition) are not required to
      become part of the Mortgaged Property under the terms of the Security
      Documents, (iii) the principal amount of the Indebtedness secured by any
      such Lien shall at no time exceed an amount equal to the lesser of (A) the
      cost of such property to the Company or such Restricted Subsidiary, as the
      case may be, and (B) the fair market value of such property (as determined
      in good faith by the general partner of the Company) at the time such
      Person owning such property becomes a Restricted Subsidiary or at the time
      of such acquisition by the Company or such Restricted Subsidiary, as the
      case may be, (iv) any such Purchase Money Lien shall be created not later
      than 90 days after, in the case of property, its acquisition, or, in the
      case of improvements, their completion and (v) any such Lien (other than a
      Purchase Money Lien) shall not have been created or assumed in
      contemplation of such Person's becoming a Restricted Subsidiary or such
      acquisition of property by the Company or any Subsidiary;

            (k) Liens in amounts not exceeding $100,000 incurred, required or
      provided for under state law in connection with self-insurance
      arrangements;

            (l) Liens arising from or constituting Permitted Encumbrances; and

            (m) any Lien securing Indebtedness referred to in Section 10.1(i),
      (j) or (l) renewing or extending any Lien permitted by the foregoing
      subdivisions of this Section 10.2, provided that (i) the Indebtedness
      secured by any such Lien shall not exceed the principal amount of such
      Indebtedness outstanding (including any exposure under letters of credit
      and any unfunded commitments) immediately prior to the renewal or
      extension of such Lien, (ii) no assets encumbered by any such Lien other
      than the assets encumbered immediately prior to such renewal or extension
      shall be encumbered thereby or with respect to any Indebtedness extending,
      renewing, refunding or refinancing any Indebtedness secured pursuant


                                       49



      to the Security Documents, the assets specified therein and (iii) the
      maturity date of the Indebtedness secured by any such Lien shall not be
      sooner than the maturity date of such Indebtedness outstanding immediately
      prior to the renewal or extension of such Lien.

      10.3. Investments, Guaranties, etc. The Company will not, and will not
permit any Restricted Subsidiary to, directly or indirectly (i) make or own any
Investment in any Person, or (ii) create or become liable with respect to any
Guaranty, except:

            (a) the Company or any Restricted Subsidiary may make and own
      Investments in

                  (1) 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 from the date of
            acquisition thereof,

                  (2) 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 any date
            of determination the highest rating obtainable from either Standard
            & Poor's Ratings Group or Moody's Investors Service, Inc.,

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

                  (4) certificates of deposit maturing one year or less from the
            date of acquisition thereof issued by commercial banks incorporated
            under the laws of the United States of America or any state thereof
            or the District of Columbia or Canada, (A) the commercial paper or
            other short-term unsecured debt obligations of which are rated
            either A-2 or better (or comparably if the rating system is changed)
            by Standard & Poor's Ratings 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
            rated either AA- or better (or comparably if the rating system is
            changed) by Standard & Poor's


                                   50



            Ratings Group or Aa3 or better (or comparably if the rating system
            is changed) by Moody's Investors Service, Inc. ("Permitted Banks"),

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

                  (6) obligations of the type described in clause (1), (2), (3)
            or (4) above purchased from a securities dealer designated as a
            "primary dealer" by the Federal Reserve Bank of New York or from a
            Permitted Bank as counterparty to a written repurchase agreement
            obligating such counterparty to repurchase such obligations not
            later than 14 days after the purchase thereof and which provides
            that the obligations which are the subject thereof are held for the
            benefit of the Company or a Restricted Subsidiary by a custodian
            which is a Permitted Bank;

            (b) the Company and any Restricted Subsidiary may make and own
      Investments in any Restricted Subsidiary or Investments in capital stock
      of, or other equity interests in, any Person which simultaneously
      therewith becomes a Restricted Subsidiary, and any Restricted Subsidiary
      may make and permit to be outstanding Investments in the Company and may
      create or become liable with respect to the Subsidiary Guarantee Agreement
      in respect of the Company's obligations under the Notes or under Parity
      Debt;

            (c) the Company or any Restricted Subsidiary may make and own
      Investments in the capital stock of, or joint venture, partnership or
      other equity interests in, or the contributions to capital in the ordinary
      course of business of, any Unrestricted Subsidiary if immediately after
      giving effect to the making of any such Investment, (A) the aggregate
      amount of all such Investments made and outstanding pursuant to this
      subdivision (c) shall not at any time exceed $20,000,000 and (B) the
      aggregate amount of all Investments made and outstanding pursuant to this
      subdivision (c) as at the end of any fiscal quarter of the Company shall
      not exceed by more than $10,000,000 the amount of such Investments
      outstanding as at the end of the corresponding fiscal quarter of the
      immediately preceding fiscal year of the Company, and in the case of both
      clauses (A) and (B) of this subdivision (c), (i) the amounts specified
      therein may be increased by an amount equal to the net cash proceeds
      received by the Company from the general partner of the Company or from
      the Public Partnership as a capital contribution or as consideration for
      the issuance by the Company of


                                       51



      additional partnership interests for the sole purpose of making an
      Investment in an Unrestricted Subsidiary, such amount not to exceed
      $10,000,000 in the aggregate and (ii) net of cash distributions received
      from all Unrestricted Subsidiaries for such period;

            (d) the Company or any Restricted Subsidiary may make and own
      Investments (x) constituting trade credits or advances to any Person
      incurred in the ordinary course of business, (y) arising out of loans and
      advances to employees for travel, entertainment and relocation expenses,
      in each case incurred in the ordinary course of business or (z) acquired
      by reason of the exercise of customary creditors' rights upon default or
      pursuant to the bankruptcy, insolvency or reorganization of a debtor;

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

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

            (g) the Company may create and become liable with respect to
      Commodity Hedging Agreements.

      10.4. Restricted Payments. The Company will not directly or indirectly,
nor will it permit any Subsidiary to, declare, order, pay, make or set apart any
sum for any Restricted Payment, except that (a) the Company may make, pay or set
apart once during each calendar quarter a Restricted Payment in cash if (i) such
Restricted Payment is in an amount not exceeding Available Cash for the
immediately preceding calendar quarter, (ii) prior to and immediately after
giving effect to any such proposed action no condition or event shall exist
which constitutes a Potential Event of Default under Section 11(b) or an Event
of Default, (iii) the ratio of Consolidated Cash Flow to Consolidated Interest
Expense is greater than 1.75 to 1.00 and (iv) the Company shall have given to
each holder of a Note written notice thereof on the date such Restricted Payment
is declared, which date shall be at least 10 days prior to the date such
Restricted Payment is made and (b) any Subsidiary may make, pay or set apart
dividends and distributions so long as such dividends or distributions are made,
paid or


                                       52



set apart for each holder of such Person's capital stock or other equity on a
pro-rata basis. The Company will not, in any event, directly or indirectly
declare, order, pay or make any Restricted Payment except in cash.

      10.5. Transactions with Affiliates. Except for the transactions or conduct
effected pursuant to the Operative Agreements as in effect on the date of the
Closing or any other transactions or conduct described in or contemplated by the
Registration Statement, the Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, engage in any transaction with any
Affiliate of the Company, including, without limitation, the purchase, sale or
exchange of assets or the rendering of any service, to the Company's or such
Restricted Subsidiary's business except upon fair and reasonable terms that are
no less favorable to the Company or such Restricted Subsidiary, as the case may
be, than those which might be obtained in an arm's-length transaction at the
time such transaction is agreed upon from Persons which are not such an
Affiliate, provided that the foregoing limitations and restrictions shall not
apply to any transaction between the Company and any Restricted Subsidiary or
between Restricted Subsidiaries.

      10.6. Subsidiary Stock and Indebtedness. The Company will not:

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

            (b) permit any Restricted Subsidiary directly or indirectly to sell,
      assign, pledge or otherwise dispose of any Indebtedness of (i) the Company
      or (ii) any other Restricted Subsidiary, or any shares of stock or similar
      interests of (or warrants, rights or options to acquire stock or similar
      interests of) any other Subsidiary, except to, in the case of clause (i),
      the Company or, in all other cases, a Restricted Subsidiary;

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


                                       53



            (d) permit any Restricted Subsidiary directly or indirectly to issue
      or sell (including, without limitation, in connection with a merger or
      consolidation of a Restricted Subsidiary otherwise permitted by Section
      10.7(a)) any shares of its stock or similar interests (or warrants, rights
      or options to acquire its stock or similar interests) except to the
      Company or a Restricted Subsidiary;

provided that, (i) any Restricted Subsidiary may sell, assign or otherwise
dispose of Indebtedness of the Company or a Restricted Subsidiary if, assuming
such Indebtedness were incurred immediately after such sale, assignment or
disposition, such Indebtedness would be permitted under Section 10.1 (and if
such Indebtedness is secured, such Lien would be permitted pursuant to Section
10.2) or (ii) subject to compliance with Section 10.7(c), all Indebtedness and
shares of stock or partnership interests of any Restricted Subsidiary owned by
the Company or by another Restricted Subsidiary may be simultaneously sold as an
entirety for consideration at least equal to the fair value thereof (as
determined in good faith by the general partner of the Company) at the time of
such sale if such Restricted Subsidiary does not at the time own (A) any
Indebtedness of the Company (other than Indebtedness which, if incurred
immediately after such transaction, would be permitted under Section 10.1) or
(B) any Indebtedness, stock or other interest in any other Restricted Subsidiary
which is not also being simultaneously sold as an entirety in compliance with
this proviso or Section 10.7(b)(ii).

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

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

                  (i) any Restricted Subsidiary may consolidate with or merge
            into the Company or a Restricted Subsidiary if, in the case of a
            consolidation with or merger into the Company, the Company shall be
            the surviving Person and if, immediately after giving effect to such
            transaction, no condition or event shall exist which constitutes an
            Event of Default or Potential Event of Default; and

                  (ii) any entity (other than a Restricted Subsidiary) may
            consolidate with or merge into the Company or a Restricted
            Subsidiary if the Company or such Restricted Subsidiary, as the case
            may be, shall be the surviving Person and if,


                                       54



            immediately after giving effect to such transaction, (w) the Company
            (1) shall not have a Consolidated Net Worth (but without giving
            effect to any write-up in assets or amounts attributable to goodwill
            pursuant to purchase accounting methods) of less than the
            Consolidated Net Worth of the Company immediately prior to the
            effectiveness of such transaction, (2) shall not be liable with
            respect to any Indebtedness or allow its property to be subject to
            any Lien which it could not become liable with respect to or allow
            its property to become subject to under this Agreement on the date
            of such transaction, and (3) could incur, if the consolidating or
            merging entity has outstanding Indebtedness, at least $1 of
            additional Indebtedness in compliance with Section 10.1(f) after
            giving effect to such transaction, (x) substantially all of the
            assets of the Company and the Restricted Subsidiaries shall be
            located and substantially all of their business shall be conducted
            within the United States of America, and (y) no condition or event
            shall exist which constitutes an Event of Default or Potential Event
            of Default; and

                  (iii) the Company may consolidate with or merge into any other
            entity if (v) the surviving entity is a corporation, limited
            partnership, limited liability company or business trust organized
            and existing under the laws of the United States of America or a
            state thereof or the District of Columbia, with substantially all of
            its properties located and its business conducted within the United
            States of America, (w) such corporation, limited partnership,
            limited liability company or business trust expressly and
            unconditionally assumes the obligations of the Company under this
            Agreement and each of the other Operative Agreements and delivers to
            each holder of a Note at the time outstanding in connection with
            such assumption an opinion of counsel reasonably satisfactory to the
            Required Holders with respect to such matters incident to such
            assumption as may be reasonably requested by such holders,
            including, without limitation, as to the due authorization and
            execution of the related agreement of assumption and the
            enforceability of such agreement against such corporation, limited
            partnership, limited liability company or business trust, (x)
            immediately after giving effect to such transaction, such
            corporation, limited partnership, limited liability company or
            business trust (1) shall not have a Consolidated Net Worth (but
            without giving effect to any write-up in assets or amounts
            attributable to goodwill pursuant to purchase accounting methods) of
            less than the Consolidated Net Worth of the Company immediately
            prior to the effectiveness of such transaction, (2) shall not be
            liable


                                       55



            with respect to any Indebtedness or allow its property to be subject
            to any Lien which it could not become liable with respect to or
            allow its property to become subject to under this Agreement on the
            date of such transaction and (3) could incur, if the consolidating
            or merging entity had outstanding Indebtedness, at least $1 of
            additional Indebtedness in compliance with Section 10.1(f) after
            giving effect to such transaction, and (y) immediately after giving
            effect to such transaction no condition or event shall exist which
            constitutes an Event of Default or a Potential Event of Default; or

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

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

                  (ii) the Company may sell, lease or otherwise dispose of all
            or substantially all its assets to any corporation, limited
            partnership, limited liability company or business trust into which
            the Company could be consolidated or merged in compliance with
            clause (a)(iii) of this Section 10.7, provided that each of the
            conditions set forth in such subdivision (a)(iii) shall have been
            fulfilled; or

            (c) sell, lease, abandon or otherwise dispose of any property to any
      Person other than the Company or any Restricted Subsidiary (except in a
      transaction permitted by subdivision (a)(iii) or (b)(ii) of this Section
      10.7, an Investment in an Unrestricted Subsidiary permitted by Section
      10.3(c), sales of Obsolete Assets during any calendar year having a fair
      market value in an aggregate amount not exceeding $150,000 or an
      abandonment or other disposition of Inventory in the ordinary course of
      business) unless:

                  (i) at least 80% of the consideration therefor shall be in the
            form of cash consideration or marketable securities that are
            promptly converted into cash, provided, that the amount of (A) any
            liabilities (as shown on the Company's or such Restricted
            Subsidiary's most recent balance sheet or in the notes thereto) of
            the Company or any Restricted Subsidiary (other than liabilities
            that are by their terms subordinated in right of payment to the
            Notes) that are assumed by the transferee of any such assets and (B)
            any notes or other obligations received by the Company or any such
            Restricted Subsidiary from such transferee that are


                                       56



            promptly converted into cash (to the extent of the cash received),
            shall be deemed to be cash for the purposes of this Section
            10.7(c)(i),

                  (ii) immediately after giving effect to such proposed
            disposition no condition or event shall exist which constitutes an
            Event of Default or Potential Event of Default,

                  (iii) either

                  (A) the aggregate net after-tax proceeds of all property so
            disposed of (whether or not leased back) by the Company and all
            Restricted Subsidiaries during the current fiscal year (including
            property disposed of through dispositions of shares pursuant to
            Section 10.6 or sales of assets pursuant to Section 10.7(b) and
            including all proceeds under title insurance policies with respect
            to real property and all Net Insurance Proceeds (as defined in the
            Mortgage), self-insurance amounts and Net Awards (as defined in the
            Mortgage) with respect to property lost as a result of damage,
            destruction or a taking which have not been applied to the cost of
            Restoration (as defined in the Mortgage)), less the amount of all
            such net after-tax proceeds previously applied in accordance with
            subdivision (iii)(B) of this Section 10.7(c) and the amount of such
            net after-tax proceeds equal to the purchase price of any assets
            acquired to the extent that (1) such assets were acquired within 90
            days prior to the date of such disposal of property, (2) the
            purchase price of such assets was not previously applied to reduce
            the amount of net after-tax proceeds of property disposed of under
            this Section 10.7(c), (3) such assets were acquired for subsequent
            replacement of the property so disposed of or may be productively
            used in the United States of America in the conduct of the Business,
            (4) such assets are subject to the Lien of the Security Documents,
            and (5) to the extent such assets were acquired (in whole or in
            part) with borrowed money, such borrowing has been repaid in full,
            (x) shall not exceed $5,000,000 during such fiscal year and (y) when
            aggregated with such net after-tax proceeds of all prior
            transactions under this Section 10.7(c), shall not exceed
            $20,000,000; or

                  (B) in the event that such net after-tax proceeds (less the
            amount thereof previously applied in accordance with this
            subdivision (iii)(B) and the amount thereof equal to the purchase
            price of any assets acquired to the extent that (1)


                                       57



            such assets were acquired within 90 days prior to the date of such
            disposal of property, (2) the purchase price of such assets was not
            previously applied to reduce the amount of net after-tax proceeds of
            property disposed of under this Section 10.7(c), (3) such assets
            were acquired for subsequent replacement of the property so disposed
            of or may be productively used in the United States of America in
            the conduct of the Business, (4) such assets are subject to the Lien
            of the Security Documents, and (5) to the extent such assets were
            acquired (in whole or in part) with borrowed money, such borrowing
            has been repaid in full) during the current fiscal year exceed
            $5,000,000 or, when aggregated with such net after-tax proceeds of
            all prior transactions under this Section 10.7(c), exceed
            $20,000,000 (the larger amount of such excess net after-tax proceeds
            actually realized being herein called "Excess Proceeds"), the
            Company shall promptly pay over to the Trustee under the Trust
            Agreement such Excess Proceeds not at the time held by the Trustee
            for application by the Trustee (x) within 270 days (or 360 days if
            the Company has executed a binding contract for acquisition or
            replacement of assets meeting the requirements specified in this
            clause (iii) within 270 days) of the date of the disposal or loss of
            property to the acquisition of assets in replacement of the property
            so disposed of or lost or of assets which may be used in the United
            States of America in the conduct of the Business (and such newly
            acquired assets shall be subjected to the Lien of the Security
            Documents) or to the cost of Restoration (as defined in the
            Mortgage), or (y) to the extent of Excess Proceeds not applied
            pursuant to the immediately preceding clause (x), to the payment
            and/or prepayment of the Notes and Parity Debt, if any, pursuant to
            Section 9.1 and/or 9.4(a), all as provided in Section 4(d) of the
            Trust Agreement and such Section 9.1 and/or 9.4(a), and the Trustee
            shall have received an Officers' Certificate from the general
            partner of the Company certifying that the consideration received
            for such property is at least equal to its fair value (as determined
            in good faith by the general partner of the Company) and that such
            consideration has been applied in accordance with the terms of this
            Agreement, and

                  (iv) in the case of any sale, lease or other disposition of
            Mortgaged Property which includes real property (or any interest
            therein), or any sale, lease or other disposition of Mortgaged
            Property resulting in the aggregate net after-tax proceeds of all
            such sales, leases or other dispositions exceeding $10,000,000, the
            Trustee shall have received an Officers' Certificate from the
            general partner


                                       58



            of the Company certifying that such sale, lease or other disposition
            is in the best interest of the Company and will not have a Material
            Adverse Effect.

      Notwithstanding the foregoing, the Company and any Restricted Subsidiary
may sell or dispose of (i) real property assets sold or disposed of within 12
months of the acquisition of such assets, and (ii) all other assets sold or
disposed of within 6 months of the acquisition of such assets, in each case
constituting a portion of an acquired business, if (y) such assets are
specifically designated to the holders of any Notes in writing prior to such
acquisition or within 30 Business Days thereafter as assets to be disposed of,
and (z) the Trustee shall have received an Officers' Certificate from the
general partner of the Company certifying that the consideration received for
such property is at least equal to its fair value (as determined in good faith
by the general partner of the Company). Such sales under this paragraph will not
be applied towards the annual or cumulative limitations in subdivision (c) of
this Section 10.7. In addition, notwithstanding the foregoing, the Company may,
at any time, exchange assets for other like assets which may be used in the
conduct of the Business, provided (1) the fair value of the assets so acquired
is substantially equivalent to the fair value of the assets so exchanged (as
determined in good faith by the general partner of the Company), (2) such
acquired assets are subject to the Lien of the Security Documents and (3) the
total value of the assets so exchanged shall not in the aggregate exceed 15% of
the total assets of the Company. The holders of Notes agree to take all actions
reasonably requested by the Company (and at the expense of the Company) to cause
dispositions of Mortgaged Property made in compliance with this Section 10.7 to
be made free and clear of the Liens created by the Security Documents.

      10.8. Partnership or Corporate Existence, etc.; Business. (a) (i) The
Company will at all times preserve and keep in full force and effect its
partnership existence and (subject to the provisions of subdivision (b) of this
Section 10.8) its status as a partnership not taxable as a corporation for
federal income tax purposes; (ii) the Company will cause each Restricted
Subsidiary to keep in full force and effect its partnership or corporate
existence; and (iii) the Company will, and will cause each Restricted Subsidiary
to, at all times preserve and keep in full force and effect all of its material
rights and franchises (in each case except as otherwise specifically permitted
in Sections 10.6 and 10.7 and except that the partnership or corporate existence
of any Restricted Subsidiary, and any right or franchise of the Company or any
Restricted Subsidiary, may be terminated if, in the good faith judgment of the
general partner of the Company, such termination is in the best interest of the
Company, is not


                                       59



disadvantageous to the holders of the Notes in any material respect and would
not have a Material Adverse Effect).

      (b) The Company shall not be obligated to preserve its status as a
partnership not taxable as a corporation for federal income tax purposes if (i)
the Company's failure to preserve such status shall be the result of an
amendment to the tax laws enacted by the Congress of the United States and (ii)
after giving effect to the loss of such status the ratio of Consolidated Cash
Flow to Maximum Consolidated Pro Forma Debt Service, determined as of the date
of the loss of such status, would be greater than 1.1 to 1.0, assuming, for the
purposes of the computation of Consolidated Cash Flow, that Consolidated Cash
Flow would be reduced by taxes at the applicable tax rate of the Company for
such period had the Company been taxable as a corporation.

      (c) The Company will not, and will not permit any Restricted Subsidiary
to, engage in any material lines of business other than the Business as
described in the Registration Statement and other activities incidental or
related to the Business; provided that, the Company will not permit National
Sales and Service, Inc. to exist for any purpose, or to carry on any business,
other than the ownership and operation of the Service Assets (as defined in the
Conveyance Agreements) and other assets of that type.

      10.9. Payment of Taxes and Claims. The Company will, and will cause each
Subsidiary to, pay all taxes, assessments and other governmental charges or
levies imposed upon it or any of its properties or assets or in respect of any
of its franchises, business, income or profits when the same become due and
payable, but in any event before any penalty or interest accrues thereon, and
all claims (including, without limitation, claims for labor, services, materials
and supplies) for sums which have become due and payable and which by law have
or might become a Lien upon any of its properties or assets, and promptly
reimburse the holders of the Notes for any such taxes, assessments, charges or
claims paid by them, provided that no such tax, assessment, charge or claim need
be paid or reimbursed if the failure to pay would not have a Material Adverse
Effect or if it is being contested in good faith by appropriate proceedings
promptly initiated and diligently conducted and if such reserves or other
appropriate provision, if any, as shall be required by GAAP shall have been made
therefor and be adequate in the good faith judgment of the general partner of
the Company.


                                       60



      10.10. Compliance with ERISA. The Company will not, and will not permit
any Subsidiary or Related Person of the Company to:

            (a) (i) engage in any transaction in connection with which the
      Company or any Subsidiary could be subject to either a civil penalty
      assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section
      4975 of the Code, (ii) terminate (within the meaning of Title IV of ERISA)
      or withdraw from any Plan in a manner, or take, or fail to take, any
      other action with respect to any Plan (including, without limitation, a
      substantial cessation of operations within the meaning of Section 4062(e)
      of ERISA), (iii) establish, maintain, contribute to or become obligated to
      contribute to any welfare benefit plan (as defined in Section 3(1) of
      ERISA) or other welfare benefit arrangement which provides post-employment
      benefits, which cannot be unilaterally terminated by the Company, (iv)
      fail to make full payment when due of all amounts which, under the
      provisions of any Plan or applicable law, the Company or any Subsidiary or
      Related Person of the Company is required to pay as contributions or
      permit to exist any material accumulated funding deficiency, whether or
      not waived, with respect to any Plan or (v) engage in any transaction in
      connection with which the Company, any Subsidiary or any Related Person of
      the Company could be subject to liability pursuant to Section 4069(a) or
      4212(c) of ERISA, if any such event, condition or transaction described in
      clauses (i) through (v) above, either individually or together with any
      other such event, condition or transaction, could reasonably be expected
      to result in (x) the imposition of a Lien in a material amount on any
      assets or property of the Company or any Subsidiary of the Company
      pursuant to Section 302(f) of ERISA or Section 412(n) of the Code or (y)
      any liability to the Company, any Subsidiary of the Company or any Related
      Person of the Company, which liability could have a Material Adverse
      Effect; or

            (b) as of any date of determination (i) permit the amount of
      unfunded benefit liabilities under any Plan (other than a Multiemployer
      Plan) maintained at such time by the Company or any Subsidiary or Related
      Persons of the Company to exceed the current value of the assets of any
      such Plan by more than $1,000,000 or (ii) permit the aggregate liability
      incurred by the Company and any Subsidiary of the Company and Related
      Persons of the Company pursuant to Title IV of ERISA with respect to one
      or more terminations of, or one or more complete or partial withdrawals
      from, any Plan to exceed $1,000,000.


                                       61



As used in this Section 10.10, the term "accumulated funding deficiency" has the
meaning specified in Section 302 of ERISA and Section 412 of the Code, the term
"current value" has the meaning specified in Section 3 of ERISA and the terms
"benefit liabilities" and "amount of unfunded benefit liabilities" have the
meanings specified in Section 4001 of ERISA.

      10.11. Maintenance of Properties; Insurance. (a) The Company will maintain
or cause to be maintained in working order and condition, in accordance with
normal industry standards and as otherwise required by the Security Documents,
all material properties used or useful in the business of the Company and the
Restricted Subsidiaries and from time to time will make or cause to be made all
appropriate repairs, renewals and replacements thereof.

      (b) The Company will, and will cause each of the Restricted Subsidiaries
to, keep its insurable properties adequately insured at all times by Permitted
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 companies in the same or similar businesses, including public
liability insurance against claims for personal injury or death or property
damage occurring upon, in, about or in connection with the use of any properties
owned, occupied or controlled by it; maintain such other insurance policy as may
be required by law or any Security Document; and cause each such insurance
policy to name the Trustee, as an additional insured or loss payee thereunder.
The Company will permit the holders of the Notes and an insurance consultant
retained by the Required Holders, at the expense of the Company, to review the
insurance policies maintained by the Company on an annual basis and will
implement any changes to such policies reasonably recommended by such consultant
if available on a commercially reasonable basis.

      10.12. Operative Agreements; Security Documents. The Company will, and
will cause each Restricted Subsidiary to, perform and comply with all of its
obligations under each of the Operative Agreements to which it is a party, will
enforce each such Operative Agreement against each other party thereto and will
not accept the termination of any such Operative Agreement, unless the taking of
or omitting to take any such action would not have a Material Adverse Effect
(any termination of the Partnership Note other than its prepayment or payment at
maturity of the principal amount thereof as specified in the Partnership Note
shall be deemed a Material Adverse Effect), and will not amend, modify or
supplement any Operative Agreement without


                                       62



the prior written consent of the Required Holders (or with respect to this
Agreement as specified in Section 18), provided that (i) the MLP Agreement and
the Partnership Agreement (other than Sections 4.5, 6.3, and 7.5(a) of the
Partnership Agreement the amendment of which requires the consent of the
Required Holders) may be amended, modified or supplemented without the prior
written consent of the Required Holders if such amendment, modification or
supplement would not have a Material Adverse Effect and the Company shall have
delivered to each holder of any Notes a copy of such proposed amendment,
modification or supplement together with an Officers' Certificate describing
such proposed amendment, modification or supplement and stating that to the best
of the Company's knowledge (after due inquiry) that such proposed amendment,
modification or supplement would not have a Material Adverse Effect and (ii) the
Bank Credit Facilities may be amended, modified or supplemented without the
prior written consent of the Required Holders if such amendment, modification or
supplement may be made without the written consent of any holders of the Notes
under the Trust Agreement.

      10.13. Chief Executive Office. The Company will not move its chief
executive office and the office at which it maintains its records relating to
the transactions contemplated by this Agreement and the Security Documents
unless (a) not less than 45 days' prior written notice of its intention to do
so, clearly describing the new location, shall have been given to the Trustee
and each holder of a Note and (b) such action, reasonably satisfactory to the
Trustee and each holder of a Note, to maintain any security interest in the
property subject to the Security Documents at all times fully perfected and in
full force and effect shall have been taken.

      10.14. Recordation; Opinions. (a) The Company will promptly, but in any
event within 30 days from the date of the Closing, cause to be duly recorded,
published, registered and filed all Conveyance Agreements (as set forth in
paragraph (b) of the definition of such term) and the Security Documents (in
each case, not previously recorded, published, registered or filed in accordance
with Section 4.8), in such manner and in such places as is required by law to
establish, perfect, preserve and protect the rights and first priority security
interests of the parties thereto and their respective successors and assigns in
all of the Mortgaged Property and shall deliver to the Trustee and your special
counsel within six calendar months of the date of the Closing copies (originals
with respect to certificates of title for motor vehicles and other rolling
stock) of such duly recorded, published, registered and filed Security
Documents. The Company will pay all taxes, fees and other charges then due in
connection with the


                                       63



execution, delivery, recording, publishing, registration and filing of such
documents or instruments in such places.

      (b) The Company, at its expense, will furnish to the Trustee and each
holder of a Note during the period commencing April 1 to May 1 of the years 2001
and 2006 and at such other times as the Trustee may reasonably request in
connection with the perfection of Liens granted pursuant to the Security
Documents an opinion of counsel satisfactory to the Trustee stating that in the
opinion of such counsel such action has been taken with respect to the
recording, filing, re-recording and re-filing of the Security Documents and any
financing statements necessary to maintain the Lien or security interest created
thereby and reciting the details of such action or stating that in the opinion
of such counsel no such action is necessary to maintain such lien or security
interest.

      10.15. Information Required by Rule 144A. The Company covenants that it
will, upon the prior written request of the holder of any Note, provide such
holder, and any qualified institutional buyer designated by such holder, such
financial and other information as such holder may reasonably determine to be
necessary in order to permit compliance with the information requirements of
Rule 144A under the Securities Act of 1933, as amended, in connection with the
resale of Notes, except at such times as the Company is subject to the reporting
requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended. For the purpose of this Section 10.15, the term "qualified
institutional buyer" shall have the meaning specified in Rule 144A under the
Securities Act of 1933, as amended.

      10.16. Covenant to Secure Notes Equally. The Company covenants that, if it
or any Restricted Subsidiary shall create or assume any Lien upon any of its
property or assets, whether now owned or hereafter acquired, other than Liens
permitted by the provisions of Section 10.2 (unless prior written consent to the
creation or assumption thereof shall have been obtained pursuant to Section 18),
it will make or cause to be made effective provision whereby the Notes will be
secured by such Lien equally and ratably with any and all other Indebtedness
thereby secured so long as any such other Indebtedness shall be so secured, it
being understood that the provision of such equal and ratable security shall not
constitute a cure or waiver of any related Event of Default.


                                       64



      10.17. Compliance with Laws. (a) The Company will, and will cause each
Subsidiary to, comply with all applicable statutes, rules, regulations, and
orders of, and all applicable restrictions imposed by, the United States of
America, foreign countries, states, provinces and municipalities, and of or by
any governmental department, commission, board, regulatory authority, bureau,
agency and instrumentality of the foregoing, and of or by any court, arbitrator
or grand jury, in respect of the conduct of their respective businesses and the
ownership of their respective properties or business (including, without
limitation, Environmental Laws), except such as are being contested in good
faith by appropriate proceedings promptly initiated and diligently conducted and
if such reserve or other appropriate provision, if any, as shall be required by
GAAP shall have been made therefor or the failure to so comply could not
reasonably be expected to have a Material Adverse Effect.

      (b) The Company will, and will cause each Restricted Subsidiary to, comply
with all Environmental Laws, other than noncompliance which could not reasonably
be expected to result in a Material Adverse Effect, individually or in the
aggregate, with any other liability under any Environmental Laws.

      (c) The Company will, and will cause each Restricted Subsidiary to,
promptly give notice to each holder of a Note upon becoming aware of (i) any
material violation of or notice of potential liability under any Environmental
Law or (ii) any release or threatened release of any Hazardous Material at, on,
into, under or from any real property of any facility or equipment thereat in
excess of reportable or allowable standards or levels under any Environmental
Law, or in a manner and/or amount which could reasonably be expected to result
in liability under any Environmental Law, which liability would result in a
Material Adverse Effect.

      (d) The Company will, and will cause each Restricted Subsidiary to,
promptly, provide each holder of a Note with copies of any notice, submission or
documentation provided by the Company or any Restricted Subsidiary to any
governmental authority or third party under any Environmental Law if the matter
which is the subject of the notice, submission or other documentation could
reasonably be expected to have a Material Adverse Effect. Such notice,
submission or documentation shall be provided to each holder of a Note promptly
and, in any event, within 30 days after such material is provided to the
governmental authority or third party.


                                       65



      10.18. Further Assurances. (a) At any time and from to time promptly, the
Company shall, at its expense, execute and deliver to each holder of a Note and
to the Trustee such further instruments and documents, and take such further
action, as the holders of the Notes may from time to time reasonably request, in
order to further carry out the intent and purpose of this Agreement and to
establish and protect the rights, interests and remedies created, or intended to
be created, in favor of the holders of the Notes, including, without limitation,
the execution, delivery and recordation and filing of security agreements and
financing statements and continuation statements under the Uniform Commercial
Code of any applicable jurisdiction.

      (b) The Company will use its reasonable best efforts to promptly cause all
property and assets covered by the Agency Agreement to be conveyed to the
Company in the same manner as the conveyance of the Assets on the date of the
Closing, to be pledged and mortgaged under the Security Documents in the same
manner as the pledges and mortgages of the Assets on the date of the Closing,
and generally to do all things necessary to give the holders of the Notes the
same rights, benefits, certificates, opinions and the like, as if such
properties and assets had been conveyed on the date of the Closing.

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

            (i) immediately before and after giving effect to such designation
      no condition or event shall exist which constitutes an Event of Default or
      Potential Event of Default;

            (ii) immediately after giving effect to such designation, (1) (other
      than in the case of a designation of an Unrestricted Subsidiary that does
      not have any Indebtedness as a Restricted Subsidiary), the Company would
      be permitted to incur at least $1 of additional Indebtedness in compliance
      with subdivisions (i) and (ii) of Section 10.1(f), (2) the Company and the
      Restricted Subsidiaries would not be liable with respect to Indebtedness
      or any Guaranty, would not own any Investments and their property would
      not be subject to any Lien which is not permitted by this Agreement and
      (3) substantially all of the Company's and the Restricted Subsidiaries'
      assets will be located, and substantially all of


                                       66



      the Company's and the Restricted Subsidiaries' business will be conducted,
      in the United States of America;

            (iii) in the case of a designation as an Unrestricted Subsidiary, if
      such designation (and all other prior designations of Restricted
      Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted
      Subsidiaries during the current fiscal year) were deemed to constitute an
      Investment by the Company in respect of all the assets of the Subsidiary
      so designated, such Investment would be in compliance with Section
      10.3(c), with the amount of such Investment being deemed to equal the fair
      market value of such assets (as determined in good faith by the board of
      directors of the general partner of the Company) in the case of a
      Restricted Subsidiary or the cost of acquisition or formation in the case
      of a newly acquired or formed Subsidiary, provided, that this subdivision
      (iii) of this Section 10.19(a) shall not apply to an acquisition or
      formation by the Company or a Restricted Subsidiary of a newly acquired or
      formed Unrestricted Subsidiary to the extent such acquisition or formation
      (1) is funded solely by the net cash proceeds received by the Company from
      the general partner of the Company or from the Public Partnership as a
      capital contribution or as consideration for the issuance by the Company
      of additional partnership interests or (2) the assets involved in such
      acquisition are acquired in exchange for additional partnership interests
      of the Company or the Public Partnership provided, further, the fair
      market value of the Restricted Subsidiary designated an Unrestricted
      Subsidiary and the cost (other than the amount paid in cash) of the
      acquisition or formation of a newly acquired or formed Subsidiary shall be
      deemed proceeds from the sale of assets of the Company for purposes of
      Section 10.7 and Section 9.4.;

            (iv) in the case of a designation of a Restricted Subsidiary as an
      Unrestricted Subsidiary, such Restricted Subsidiary shall not have been an
      Unrestricted Subsidiary prior to being designated a Restricted Subsidiary;

            (v) in the case of a designation of an Unrestricted Subsidiary as a
      Restricted Subsidiary, such Unrestricted Subsidiary at the time of such
      designation has a positive Consolidated Net Worth; and

            (vi) the Company shall deliver to each holder of Notes, within 20
      Business Days after any such designation, an Officers' Certificate stating
      the effective


                                       67



      date of such designation and confirming compliance with the provisions of
      this Section 10.19.

      In the case of the designation of any Unrestricted Subsidiary as a
Restricted Subsidiary, such new Restricted Subsidiary shall be deemed to have
(a) made or acquired all Investments owned by it, and (b) incurred all
Indebtedness owing by it and all Liens to which it or any of its properties are
subject, on the date of such designation.

      (b) The Company will cause each Restricted Subsidiary, at the time it is
or is deemed to be designated as a Restricted Subsidiary, to (i) become a party
to the Company Security Agreement, the Trust Agreement and the Subsidiary
Guarantee Agreement by execution of a Supplemental Agreement and (ii) enter into
such documents as may be necessary or as you may request in form and substance
satisfactory to the Required Holders in order to secure such Restricted
Subsidiary's obligations under the Subsidiary Guarantee Agreement with all or
substantially all of the assets of such Restricted Subsidiary. Prior to the
designation of a Subsidiary as a Restricted Subsidiary, the Company shall
deliver to the holders of the Notes an opinion of counsel with respect to the
due execution and delivery of the Supplemental Agreement by such Subsidiary and
as to the enforceability of the Company Security Agreement, the Trust Agreement,
the Supplemental Agreement and the Subsidiary Guarantee Agreement with respect
to such Subsidiary, such opinion to be in form and substance satisfactory to the
Required Holders.

      (c) The Company will not own any Subsidiaries other than Wholly Owned
Subsidiaries satisfying the requirements in clauses (a), (b) and (c) of the
definition of Restricted Subsidiary.

      10.20. Damage, Destruction, Taking, etc.: In the event of any damage,
destruction or a taking in respect of all or a portion of the properties subject
to any of the Security Documents or in the event there shall be proceeds under
title insurance policies with respect to any real property, the Company will not
apply any Net Insurance Proceeds (as defined in the Mortgage), self-insurance
amounts, Net Awards (as defined in the Mortgage) or title insurance proceeds, if
such proceeds (whether resulting from one or a series of events or
circumstances) exceed $25,000,000 in the aggregate, to the cost of Restoration
(as defined in the Mortgage) or to replacements or other assets without the
prior written consent of the Required Holders.


                                       68



      10.21. Accounting Changes. The Company will not, and will not suffer or
permit any Restricted Subsidiary to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP. The Company will,
and will cause each Restricted Subsidiary to, cause its fiscal year to end on
December 31 in each year, except, the Company may change its fiscal year end to
June 30 or September 30, provided, that (a) the fiscal year end of each
Restricted Subsidiary shall be the same as the fiscal year end of the Company
and (b) references in this Agreement which provide dollar amount limits during a
fiscal year shall be reduced (only for the year of the change in fiscal years)
by (i) 25% if the fiscal year end is September 30, and (ii) 50% if the fiscal
year end is June 30. All references in this Agreement which provide dollar
amount limits during a fiscal year, shall with respect to the first fiscal year
of the Company be reduced by 50%.

      10.22. Certain Real Property. Without affecting the obligations of the
Company or any of the Qualifying Restricted Subsidiaries under any of the
Security Documents, in the event that the Company or any Qualifying Restricted
Subsidiary, at any time after the date hereof, whether directly or indirectly,
acquires any interest in any one real property, including any fee or other
ownership interest with an aggregate cost in excess of $50,000, or any interest
under any lease of real property for a term in excess of three years and
involving aggregate average payments in excess of $100,000 per annum (each such
interest, an "After Acquired Property"), the Company will, or will cause such
Qualifying Restricted Subsidiary to, as soon as practical provide written notice
thereof to each holder of a Note, setting forth with specificity a description
of such After Acquired Property, the location of such After Acquired Property,
any structures or improvements thereon and an appraisal or its good-faith
estimate of the current value of such real property ("Current Value"). The
Required Holders may require the Company or the applicable Qualifying Restricted
Subsidiary to grant and record a mortgage or deed of trust in favor of the
Trustee on such After Acquired Property, provided that no new mortgage or deed
of trust on such After Acquired Property shall be required if in the reasonable
judgment of the Company (taking into account in connection with any acquisition
the relative value of the leasehold interest and other assets to be acquired),
the costs that would be incurred as a result thereof are excessive in relation
to the benefits that would be conferred thereby. In the event a mortgage is
granted, the Company or such Qualifying Restricted Subsidiary shall execute and
deliver to the Trustee a Mortgage, together with such documents or instruments
as the Required Holders shall require. In no event shall any title insurance


                                       69



policy for any such After Acquired Property be in an amount which is less than
the Current Value of such After Acquired Property.

      If, at any time, the aggregate cost to the Company and the Qualifying
Restricted Subsidiaries of their interests in real property acquired after the
date hereof for which a mortgage in favor of the Trustee is not in effect (the
"Aggregate Cost of Unmortgaged Property") exceeds $500,000, the Company will as
soon as practical provide written notice thereof to each holder of a Note,
setting forth with specificity a description of each such interest in real
property, the location of such real property and an appraisal or its good-faith
estimate of the then current value of each such real property. The Required
Holders may require the Company or the applicable Qualifying Restricted
Subsidiary to grant and record a mortgage or deed of trust in favor of the
Trustee on one or more of such interests in real property so that the Aggregate
Cost of Unmortgaged Property does not exceed $500,000, provided that no new
mortgage on any such real property shall be required if, in the reasonable
judgment of the Company, the costs that would be incurred as a result thereof
are excessive in relation to the benefits that would be conferred thereby. In
the event a mortgage is granted, the Company or such Qualifying Restricted
Subsidiary shall execute and deliver to the Trustee a Mortgage, together with
such documents or instruments as the Required Holders shall require.

      Further, with regard to any interest in real property, including any fee
or other ownership interest in real property or any material lease of real
property, currently owned or held by the Company or any Qualifying Restricted
Subsidiary and which is not being encumbered by a mortgage or deed of trust of
even date herewith with a fair market value in excess of $50,000 or any interest
under a lease of real property for a term in excess of three years and involving
aggregate payments in excess of $100,000 per annum (each such interest, an
"Existing Unmortgaged Property"), upon the written request of the Required
Holders, the Company will, or will cause any applicable Qualifying Restricted
Subsidiary to, execute and deliver to the Trustee a mortgage or deed of trust,
together with such documents or instruments as the Required Holders shall
require, provided, that a title insurance policy, survey and environmental
report shall only be delivered if the fair market value of such interest in real
property exceeds $250,000. In no event shall the title insurance policy for any
such Existing Unmortgaged Property be in an amount which is less than the
Current Value of such Existing Unmortgaged Property.


                                       70



      The Company shall pay all fees and expenses, including reasonable
attorneys' fees and expenses and expenses of any customary environmental due
diligence, and all title insurance charges and premiums, in connection with the
obligations of the Company and the Qualifying Restricted Subsidiaries under this
Section 10.22.

      10.23. Sale and Lease-Back Transactions. The Company will not, and will
not cause or permit any of the Restricted Subsidiaries to, 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.

      10.24. Acquisitions. Except as otherwise permitted by Section 10.7, the
Company will not, and will not cause or permit any of the Restricted
Subsidiaries to, purchase, lease or otherwise acquire (in one transaction or a
series of transactions) all or any substantial part of the assets of any other
Person, except that (a) the Company and any of the Restricted Subsidiaries may
purchase Inventory in the ordinary course of business and (b) the Company or any
Restricted Subsidiary may engage in any such acquisition if no Event of Default
or Potential Event of Default has occurred and is continuing at the time of any
such acquisition or would occur immediately after giving effect thereto.

      10.25. Impairment of Security Interests. The Company will not, and will
not permit any of the Subsidiaries to, take or omit to take any action, which
action or omission might or would have the result of materially impairing the
security interests in favor of the Trustee with respect to the Mortgaged
Property, and the Company will not, and will not permit any of the Subsidiaries
to, grant to any Person (other than the Trustee) any interest whatsoever in the
Mortgaged Property.

      10.26. Limitation on Restrictions on Subsidiary Dividends, etc. The
Company will not, and will not cause or permit any of the Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions on or in respect of its capital stock, or pay any Indebtedness
owed to the Company or any Restricted Subsidiary, (b) make loans or advances to
the Company or any Restricted Subsidiary or (c) transfer any of its


                                   71



properties or assets to the Company or any Restricted Subsidiary, except for
such encumbrances or restrictions existing under or by reason of (i) customary
non-assignment provisions in any lease governing a leasehold interest or other
contract entered into in the ordinary course of business consistent with past
practices, (ii) restrictions on the payment of dividends and distributions
pursuant to the terms of Indebtedness incurred by such Restricted Subsidiary in
accordance with Section 10.1 or (iii) this Agreement or any other Operative
Agreement.

      10.27. No Other Negative Pledges. The Company will not, and will not cause
or permit any of the Restricted Subsidiaries to, directly or indirectly, enter
into any agreement prohibiting the creation or assumption of any Lien upon the
properties or assets of the Company or any Restricted Subsidiary, whether now
owned or hereafter acquired, or requiring an obligation to be secured if some
other obligation is secured, except for this Agreement, the Other Agreements,
the Bank Credit Facilities and the terms of any other Indebtedness incurred in
accordance with Section 10.1 (provided that the terms of such agreement for such
other Indebtedness are no more onerous to the Company and its Subsidiaries than
those set forth in Section 10.2); provided that no such agreement shall prohibit
the granting of Liens on assets of the Company and its Restricted Subsidiaries
as contemplated by the terms of this Agreement, the Security Documents and any
documents evidencing or creating any other Parity Debt.

      10.28. Sales of Receivables. The Company will not, and will not cause or
permit any of the Restricted Subsidiaries to, sell with recourse, discount or
otherwise sell or dispose of its notes or accounts receivable, except for
accounts receivable consisting of assets of an operating unit sold as a going
concern in accordance with all other provisions of this Agreement.

      10.29. Fixed Price Supply Contracts; Certain Policies. (a) The Company
will not, and will not permit any of the Restricted Subsidiaries to, at any time
be a party or subject to any contract for the purchase or supply by such parties
of propane or other product except where (i) the purchase price is set with
reference to a spot index or indices substantially contemporaneously with the
delivery of such product or (ii) delivery of such propane or other product is to
be made no more than one year after the purchase price is agreed to.

      (b) The Company will not amend, modify or waive the trading policy or
supply inventory position policy existing as of the date of Closing, except that
the Company


                                       72



may amend its supply inventory position policy such that such policy provides
that neither it nor any of the Restricted Subsidiaries will hold on hand more
than 90 days' of commodities inventory. The Company will provide each holder of
a Note with prompt written notice of any such new commodity hedging agreement or
any such change in such policy. Subject to the foregoing exception, the Company
and the Restricted Subsidiaries will comply in all material respects with such
policies at all times.

      10.30. Certain Operations. The Company shall not permit Triarc, any of its
Subsidiaries, any other Persons which Triarc, directly or indirectly, controls,
or any of Triarc's Restricted Affiliates (other than the Company and the
Restricted Subsidiaries) (collectively, the "Triarc Parties") to acquire a
business which derives any revenues from the sale of propane if, after giving
effect to such acquisition, Triarc's Pro Forma Propane Volumes would equal or
exceed the lesser of (a) 15% of the Company's reported propane volumes sold for
the most recently completed four fiscal quarters which ended at least 90 days
prior to the date of such acquisition and (b) 15 million gallons of propane
(such lesser amount, the "maximum permitted amount"). If as a result of an
acquisition, Triarc's Pro Forma Propane Volumes exceeds the maximum permitted
amount, Triarc shall not be in violation of this Section 10.30 if within the
period of 90 days following such acquisition it completes the disposition of
sufficient propane volume (based on the most recently completed four fiscal
quarters of the business sold) to reduce Triarc's Pro Forma Propane Volumes
below the maximum permitted amount. For purposes of this Section 10.30,
"Triarc's Pro Forma Propane Volumes" shall mean the actual propane volumes sold
by the Triarc Parties for the most recently completed four fiscal quarters which
ended at least 90 days prior to the date of determination plus the propane
volumes sold of the propane business to be acquired for the most recently
completed four fiscal quarters which ended at least 90 days prior to the date of
determination. In addition, in the event any Triarc Party owns a propane
business, the Company shall not permit any Triarc Party to accept as a customer
(except for de minimis, unintentional and isolated acceptances) any Person who
is (or was during the last billing cycle of the Company and the Restricted
Subsidiaries) a customer of the Company and the Restricted Subsidiaries.

      10.31. Independent Corporate Existence. (a) The Company shall maintain,
and shall cause each of its Subsidiaries to maintain, books, records and
accounts that are separate from the books, records and accounts of Triarc,
either General Partner or any of their respective Subsidiaries (other than the
Company and its Subsidiaries) such that:


                                       73



(i) the revenues of the Company and its Subsidiaries will be credited to the
accounts of the Company and its Subsidiaries only; (ii) all expenses incurred by
the Company and its Subsidiaries shall be paid only from the accounts of the
Company and its Subsidiaries (other than those paid by Triarc and allocated to
the Company in the manner set forth in subdivision (c) of this Section); (iii)
only officers and employees of the general partner of the Company, the Company
and its Subsidiaries in their capacity as such shall have the authority to make
disbursements with respect to the accounts of the Company and its Subsidiaries;
(iv) there shall occur no sharing of accounts or funds between the Company and
its Subsidiaries, on the one hand, and Triarc, either General Partner or any of
their respective Subsidiaries (other than the Company and its Subsidiaries), on
the other hand; and (v) all cash and funds of the Company and its Subsidiaries
shall be managed separately from the cash and funds of Triarc, either General
Partner or any of their respective Subsidiaries (other than the Company and its
Subsidiaries), and there shall not occur any commingling, including for
investment purposes, of funds or assets of the Company and its Subsidiaries with
the funds or assets of Triarc, either General Partner or any of their respective
Subsidiaries (other than the Company and its Subsidiaries).

      (b) All full-time employees, consultants and agents of the Company and its
Subsidiaries shall be compensated directly from the bank accounts of the general
partner of the Company, the Company and such Subsidiaries for services provided
by such employees, consultants and agents and, to the extent any employee,
consultant or agent is also an employee, consultant or agent of Triarc, either
General Partner or any of their respective Subsidiaries (other than the Company
and its Subsidiaries), the compensation of such employee, consultant or agent
shall be allocated in accordance with subdivision (c) of this Section among the
Company and its Subsidiaries, on the one hand, and Triarc, either General
Partner and any of their respective Subsidiaries (other than the Company and its
Subsidiaries), on the other hand, on a basis which reasonably reflects the
services rendered to the Company and its Subsidiaries.

      (c) All overhead expenses (including telephone and other utility charges)
for items shared by the Company and its Subsidiaries, on the one hand, and
Triarc, either General Partner or any of their respective Subsidiaries (other
than the Company and its Subsidiaries), on the other hand, shall be allocated on
the basis of actual use to the extent practicable and, to the extent such
allocation is not practicable, on a basis reasonably related to actual use.


                                       74



      (d) The Company shall not permit Triarc, either General Partner or any of
their respective Subsidiaries (other than the Company and its Subsidiaries) to
be named as a loss payee or additional insured on the insurance policy covering
the property of the Company or any of its Subsidiaries, or enter into an
agreement with the holder of such policy whereby in the event of a loss in
connection with such property, proceeds are paid to Triarc, either General
Partner and their respective Subsidiaries (other than the Company and its
Subsidiaries).

      10.32. Environmental Matters. The Company shall perform all of the
investigatory and remedial work recommended in the Environmental Assessment
Reports prepared by Environmental Strategies Corporation and in the report
prepared by ENSR dated June 25, 1996 (collectively, the "Environmental Report"),
covering the properties owned or to be transferred to the Company. All remedial
work and additional investigation recommended by the Environmental Report shall
be commenced within thirty (30) days from the date hereof, and shall be
performed in accordance with applicable laws. The Company agrees to diligently
pursue the completion of such remedial work and additional investigation. To the
extent that any such additional investigation recommended by the Environmental
Report indicates that any additional work or remediation is required by
applicable laws, or if required by the Required Holders in their reasonable
discretion, then the Company agrees to immediately commence such additional work
or remediation and thereafter diligently pursue such additional work or
remediation until completed.

      10.33. Other Debt. (a) The Company shall ensure that the lenders from time
to time in respect of any Parity Debt or any other Indebtedness in the aggregate
principal amount of at least $2,500,000 outstanding as permitted by paragraphs
(b) through (f), (i) through (l) and (o) of Section 10.1, in the documents
governing the terms of such Indebtedness, (i) recognize the existence and
validity of the obligations represented by the Notes and (ii) agree to refrain
from making or asserting any claim that this Agreement or the obligations
represented by the Notes are invalid or not enforceable in accordance with its
and their terms as a result of the circumstances surrounding the incurrence of
such obligations.

      (b) Each holder of Notes from time to time, as evidenced by its acceptance
of such Notes, (i) acknowledges the existence and validity of the obligations of
the Company under the Bank Credit Facilities (and any extension, renewal,
refunding or refinancing thereof permitted by Section 10.1) and (ii) agrees to
refrain from making or


                                       75



asserting any claim that such obligations or the instruments governing the terms
thereof are invalid or not enforceable in accordance with its and their terms as
a result of the circumstances surrounding the incurrence of such obligations.

      10.34.Restriction on General Partners. Neither National Propane Corp.
(prior to any merger or consolidation with Triarc) nor National Propane SGP
shall (i) exist for any purpose or engage in any business or business activity
except (a) to serve as a General Partner of the Company and the Public
Partnership, including serving as the Managing General Partner (as defined in
the Credit Agreement) thereof in the circumstances provided in the Partnership
Agreement and Public Partnership Agreement, (b) for the purpose of owning and
operating the Excluded Assets (as defined in the Conveyance Agreements) and the
Assets covered by the Agency Agreement (as defined in the Credit Agreement) and
(c) with respect to the National Propane Corp., to own (i) the Capital Stock of
National Propane SGP, (ii) the Retained Assets (as that term is defined in the
Partnership Note), (iii) a wholly-owned corporate Subsidiary, the sole asset of
which shall be a note from Triarc and which shall not engage in any business or
incur any liabilities (other than tax liabilities) and (iv) other wholly-owned
corporate Subsidiaries, provided that, in the case of this clause (iv), National
Propane Corp. shall have agreed (w) at the time of formation or acquisition of
any wholly-owned corporate Subsidiary thereof that National Propane Corp. will
not merge or consolidate with Triarc, (x) that it will not guaranty or otherwise
agree to be liable with respect to any Indebtedness incurred by such Subsidiary
and at the time of formation or acquisition thereof and in connection therewith,
the assets of National Propane Corp. are not and will not be subject to any
Liens relating to and Indebtedness or other obligations of such Subsidiaries and
(y) to be bound by the provisions of Section 10.31 (all references therein to
the Company to be deemed references to National Propane Corp. and all references
therein to Subsidiaries to be deemed references to Subsidiaries of National
Propane Corp.) and (z) National Propane Corp. shall confirm with an Approved
Rating Agency (as defined below) that its rating on the Notes in effect at such
time will not be downgraded solely as a result thereof, and (d) with respect to
National Propane Corp., to lease the Marshfield, Wisconsin facility to the
Company (collectively, the "Permitted Activities") or (ii) incur any
Indebtedness or, except with respect to the Permitted Activities, other
liabilities (other than tax liabilities). Notwithstanding the foregoing,
National Propane SGP shall not be permitted to conduct any other business or
business activity directly or incur any Indebtedness or other liabilities (other
than tax liabilities and liabilities related to the Permitted Activities).
"Approved Rating Agency" shall mean any of Fitch Investors


                                       76



Services, Inc., Standard & Poor's Ratings Group, Moody's Investor Service, Inc.
or Duff and Phelps Credit Rating Co. National Propane SGP shall not sell,
transfer, pledge, convey or otherwise dispose of any or all of its partnership
interests in the Company or the Public Partnership without the prior written
consent of the Required Holders, provided that National Propane SGP may convert
a portion of its general partner interest in the Company or the Public
Partnership to a limited partner interest in accordance with the terms of the
respective Partnership Agreement or MLP Agreement; provided further that
National Propane SGP shall always own a general partner interest in each of the
Company and the Public Partnership. National Propane Corp. shall not sell,
transfer, pledge, convey or otherwise dispose of any or all of its ownership of
capital stock of National Propane SGP, except for the pledge to the Trustee
pursuant to the Partners Security Agreement.

SECTION 11. EVENTS OF DEFAULT; ACCELERATION.

      If any of the following conditions or events ("Events of Default") shall
occur and be continuing:

            (a) the Company shall default in the payment of any principal of or
      Make Whole Amount, Premium Amount or premium, if any, on any Note when the
      same becomes due and payable, whether at maturity or at a date fixed for
      prepayment or by declaration or otherwise; or

            (b) the Company shall default in the payment of any interest on any
      Note or any amount due and payable under any Operative Agreement for more
      than 5 Business Days after the same becomes due and payable; or

            (c) the Company or any Restricted Subsidiary shall default in the
      performance of or compliance with any term contained in Section 7(f), any
      of Sections 10.1 through 10.8 (other than Section 10.8(c)), inclusive, or
      Section 10.10(b) or the Dedicated Funds are not used to repay Indebtedness
      as specified in the pro forma calculations set forth in the definition of
      Consolidated Pro Forma Debt Service or the definition of Maximum
      Consolidated Pro Forma Debt Service, as the case may be; or

            (d) the Company, either General Partner, Triarc, the Public
      Partnership or any Restricted Subsidiary shall default in the performance
      of or compliance with


                                       77



      any other term contained in this Agreement or any other Operative
      Agreement and such default shall not have been remedied within 30 Business
      Days after the earlier of the date such default shall first have become
      actually known to any Responsible Officer of such Person or the date
      written notice thereof shall have been received by the Company; or

            (e) any representation or warranty made in writing by or on behalf
      of the Company or any of its Affiliates in this Agreement, any other
      Operative Agreement or in any instrument furnished in connection with the
      transactions contemplated by this Agreement shall prove to have been false
      or incorrect in any material respect on the date as of which made or
      deemed made; or

            (f) (i) the Company or any Restricted Subsidiary (as principal or
      guarantor or other surety) shall default (after receiving notice, if any,
      and/or the expiration of any applicable grace period) in the payment of
      any amount of principal of or premium or interest on the Bank Credit
      Facilities or any facility extending, renewing or refinancing the Bank
      Credit Facilities (including any prior extension, renewal or refinancing
      thereof); or any event shall occur or condition shall exist in respect of
      the Bank Credit Facilities or any facility extending, renewing or
      refinancing the Bank Credit Facilities, or of any mortgage, indenture or
      other agreement relating to the Bank Credit Facilities or any facility
      extending, renewing or refinancing the Bank Credit Facilities the effect
      of which is to cause (or to permit one or more Persons to cause) such Bank
      Credit Facilities or any facility extending, renewing or refinancing the
      Bank Credit Facilities (including any prior extension, renewal or
      refinancing thereof), to become due before its stated maturity or before
      its regularly scheduled dates of payment or to permit the holders thereof
      to cause the Company or any Restricted Subsidiary to repurchase or repay
      such Bank Credit Facilities or any facility extending, renewing or
      refinancing the Bank Credit Facilities (including any prior extension,
      renewal or refinancing thereof), and such default, event or condition
      shall continue for more than the period of grace, if any, specified
      therein and shall not have been waived pursuant thereto;

            (ii) the Company or any Restricted Subsidiary (as principal or
      guarantor or other surety) shall default (after receiving notice, if any,
      and/or the expiration of any applicable grace period) in the payment of
      any amount of principal of or premium or interest on any Indebtedness in
      an amount at least equal to $5,000,000 (other than the Bank Credit
      Facilities or any facility extending, renewing or refinancing


                                       78



      the Bank Credit Facilities and the Notes); or any event shall occur or
      condition shall exist in respect of such other Indebtedness which is
      outstanding in a principal amount of at least $5,000,000 or under any
      evidence of any such Indebtedness or of any mortgage, indenture or other
      agreement relating to such other Indebtedness, the effect of which is to
      cause such other Indebtedness to become due before its stated maturity or
      before its regularly scheduled dates of payment; or

            (g) filing by or on the behalf of the Company or the general partner
      of the Company of a voluntary petition or an answer seeking
      reorganization, arrangement, readjustment of its debts or for any other
      relief under any bankruptcy, reorganization, compromise, arrangement,
      insolvency, readjustment of debt, dissolution or liquidation or similar
      act or law, state or federal, now or hereafter existing ("Bankruptcy
      Law"), or any action by the Company or the general partner of the Company
      for, or consent or acquiescence to, the appointment of a receiver, trustee
      or other custodian of the Company or the general partner of the Company,
      or of all or a substantial part of its property; or the making by the
      Company or the general partner of the Company of any assignment for the
      benefit of creditors; or the admission by the Company or the general
      partner of the Company in writing of its inability to pay its debts as
      they become due; or

            (h) filing of any involuntary petition against the Company or the
      general partner of the Company in bankruptcy or seeking reorganization,
      arrangement, readjustment of its debts or for any other relief under any
      Bankruptcy Law and an order for relief by a court having jurisdiction in
      the premises shall have been issued or entered therein; or any other
      similar relief shall be granted under any applicable Federal or state law;
      or a decree or order of a court having jurisdiction in the premises for
      the appointment of a receiver, liquidator, sequestrator, trustee or other
      officer having similar powers over the Company or the general partner of
      the Company or over all or a part of its property shall have been entered;
      or the involuntary appointment of an interim receiver, trustee or other
      custodian of the Company or the general partner of the Company or of all
      or a substantial part of its property; or the issuance of a warrant of
      attachment, execution or similar process against any substantial part of
      the property of the Company or the general partner of the Company; and
      continuance of any such event for 60 consecutive days unless dismissed,
      bonded to the satisfaction of the court having jurisdiction in the
      premises or discharged; or


                                       79



            (i) filing by or on the behalf of any Material Restricted Subsidiary
      of a voluntary petition or an answer seeking reorganization, arrangement,
      readjustment of its debts or for any other relief under any Bankruptcy
      Law, or any action by any Material Restricted Subsidiary for, or consent
      or acquiescence to, the appointment of a receiver, trustee or other
      custodian of such Material Restricted Subsidiary or of all or a
      substantial part of its property; or the making by any Material Restricted
      Subsidiary of any assignment for the benefit of creditors; or the
      admission by any Material Restricted Subsidiary in writing of its
      inability to pay its debts as they become due; or

            (j) filing of any involuntary petition against any Material
      Restricted Subsidiary in bankruptcy or seeking reorganization,
      arrangement, readjustment of its debts or for any other relief under any
      Bankruptcy Law and an order for relief by a court having jurisdiction in
      the premises shall have been issued or entered therein; or any other
      similar relief shall be granted under any applicable Federal or state law;
      or a decree or order of a court having jurisdiction in the premises for
      the appointment of a receiver, liquidator, sequestrator, trustee or other
      officer having similar powers over any Material Restricted Subsidiary or
      over all or a part of its property shall have been entered; or the
      involuntary appointment of an interim receiver, trustee or other custodian
      of any Material Restricted Subsidiary or of all or a substantial part of
      its property; or the issuance of a warrant of attachment, execution or
      similar process against any substantial part of the property of any
      Material Restricted Subsidiary; and continuance of any such event for 60
      consecutive days unless dismissed, bonded to the satisfaction of the court
      having jurisdiction in the premises or discharged; or

            (k) a final judgment or judgments (which is or are non-appealable or
      which has or have not been stayed pending appeal or as to which all rights
      to appeal have expired or been exhausted) shall be rendered against the
      Company or any Restricted Subsidiary for the payment of money in excess of
      $5,000,000 in the aggregate and any one of such judgments shall not be
      discharged or execution thereon stayed pending appeal within 60 days after
      the date due, or, in the event of such a stay, such judgment shall not be
      discharged within 60 days after such stay expires or any action shall be
      legally taken by a judgment creditor to levy upon the assets or properties
      of the Company or any Restricted Subsidiary to enforce any such judgment;
      or


                                       80



            (l) any of the Security Documents shall at any time, for any reason,
      cease in any material respect to be in full force and effect or shall be
      declared to be null and void in whole or in any material part by the final
      judgment (which is non-appealable or has not been stayed pending appeal or
      as to which all rights to appeal have expired or been exhausted) of any
      court or other governmental or regulatory authority having jurisdiction in
      respect thereof, or if the validity or the enforceability of any of the
      Security Documents shall be contested by or on behalf of the Company,
      either General Partner, the general partner of the Company, the Public
      Partnership, Triarc or any Restricted Subsidiary, or the Company, either
      General Partner, the general partner of the Company, the Public
      Partnership, Triarc or any Restricted Subsidiary shall renounce any of the
      Security Documents or deny that it is bound by the terms of any of the
      Security Documents; or

            (m) any order, judgment or decree is entered in any proceedings
      against the Company or any Restricted Subsidiary decreeing a split-up of
      the Company or such Restricted Subsidiary which requires the divestiture
      of assets representing a substantial part, or the divestiture of the stock
      of a Restricted Subsidiary whose assets represent a substantial part, of
      the consolidated assets of the Company and its Restricted Subsidiaries
      (determined in accordance with GAAP) or which requires the divestiture of
      assets, or stock of a Restricted Subsidiary, which shall have contributed
      a substantial part of the Consolidated Net Income of the Company and its
      Restricted Subsidiaries for any of the three fiscal years then most
      recently ended, and such order, judgment or decree shall not be dismissed
      or execution thereon stayed pending appeal or review within 30 days after
      entry thereof, or in the event of such a stay, such order, judgment or
      decree shall not be dismissed within 30 days after such stay expires;

then, (x) upon the occurrence of any Event of Default described in subdivision
(g) or (h) of this Section 11, the unpaid principal amount of and accrued
interest on the Notes shall automatically become due and payable (without Make
Whole Amount), or, (y) upon the occurrence and continuance of any other Event of
Default, any holder or holders of more than 50% in principal amount of the Notes
at the time outstanding, may at any time (unless all defaults shall theretofore
have been remedied in accordance with the terms hereof) at its or their option,
by written notice or notices to the Company, declare all the Notes to be due and
payable, whereupon the same shall forthwith mature and become due and payable,
together with interest accrued thereon and, to the extent permitted by
applicable law, the applicable Make Whole Amount, if


                                       81



any, with respect to such Notes, all without presentment, demand, protest or
further notice, which are hereby waived, provided that during the existence of
an Event of Default described in subdivision (a) or (b) (insofar as subdivision
(b) relates to interest on any Note) of this Section 11, any holder of the Notes
at the time outstanding may, at its option, by notice in writing to the Company,
declare the Notes then held by such holder to be due and payable, whereupon the
Notes then held by such holder shall forthwith mature and become due and
payable, together with interest accrued thereon and, to the extent permitted by
applicable law, the applicable Make Whole Amount with respect to such Notes.

      At any time after the principal of, and interest accrued on, all the Notes
are declared due and payable, the Required Holders, by written notice to the
Company, may rescind and annul any such declaration and its consequences (other
than in respect of any Note which has been individually accelerated pursuant to
the proviso contained in the immediately preceding paragraph) if (x) the Company
has paid all overdue interest on the Notes, the principal of and Make Whole
Amount, if any, on any such Notes which have become due otherwise than by reason
of such declaration, and interest on such overdue principal and the applicable
Make Whole Amount and (to the extent permitted by applicable law) overdue
interest, at a rate per annum equal to the rate of interest stated on the face
of the Notes plus 2.0%, (y) all Events of Default, other than nonpayment of
amounts which have become due solely by reason of such declaration, and all
conditions and events which constitute Events of Default or Potential Events of
Default have been cured or waived, and (z) no judgment or decree has been
entered for the payment of any monies due pursuant to the Notes or this
Agreement; but no such rescission and annulment shall extend to or affect any
subsequent Event of Default or Potential Event of Default or impair any right
consequent thereon.

SECTION 12. REMEDIES ON DEFAULT; RECOURSE, ETC.

      In case any one or more Events of Default or Potential Events of Default
shall occur and be continuing, (i) the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in such Note, or for
an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or
otherwise, and (ii) the Trustee and the holders of the


                                       82



Notes may exercise any rights or remedies in their respective capacities under
the Security Documents in accordance with the provisions thereof. In case of a
default in the payment or performance of any provision hereof or of the Notes or
of the Security Documents, the Company will pay to the holder of each Note such
further amount as shall be sufficient to cover the cost and expenses of
collection, including, without limitation, reasonable attorneys' fees, expenses
and disbursements, and any out-of-pocket costs and expenses of any such holder
incurred in connection with analyzing, evaluating, protecting, ascertaining,
defending or enforcing any of its rights as set forth herein or in any of the
Security Documents. No course of dealing and no delay on the part of any holder
of any Note in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such holder's rights, powers or remedies. No
right, power or remedy conferred by this Agreement or by any Note upon any
holder thereof shall be exclusive of any other right, power or remedy referred
to herein or therein or now or hereafter available at law, in equity, by statute
or otherwise.

SECTION 13. DEFINITIONS.

      As used herein the following terms have the following respective meanings:

      Administrative Agent: The First National Bank of Boston, in its capacity
as administrative agent for the Banks under the Bank Credit Facilities, and its
successors in such capacity.

      Affiliate: as applied to any Person, any other Person directly or
indirectly controlling or controlled by or under common control with such
Person, provided that (i) for purposes of this definition, "control" (including,
with correlative meanings, the terms "controlled by" and "under common control
with") as used with respect to any Person shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether as a general partner or through the ownership
of voting securities or by contract or otherwise, (ii) as applied to the
Company, the term "Affiliate" shall include each General Partner and the Public
Partnership, and (iii) neither you nor any other Person which is an institution
shall be deemed to be an Affiliate of the Company solely by reason of ownership
of the Notes or other securities issued in exchange for the Notes or by reason
of having the benefits of any agreements or covenants contained in this
Agreement or the other Operative Agreements.


                                       83



      Agency Account Agreement: any and all agreements among any bank, in its
capacity as the depository bank, the Company or a Restricted Subsidiary and the
Trustee in substantially the form attached hereto as Exhibit J, as amended from
time to time.

      Agency Agreement: means an agreement or agreements between National
Propane Corp. and/or National Propane SGP, on the one hand, and the Company, on
the other hand, dated as of the date of the Closing, in form and substance
satisfactory in all respects to the Required Holders.

      Agreement: the meaning specified in Section 1.

      Assets: the assets conveyed to the Company pursuant to the Conveyance
Agreements.

      Available Cash: with respect to any calendar quarter, (a) the sum of (i)
all cash of the Company and the Restricted Subsidiaries on hand at the end of
such quarter and (ii) all additional cash of the Company and the Restricted
Subsidiaries on hand on the date of determination of Available Cash with respect
to such quarter obtained through available borrowings under the Working Capital
Facility made after the end of such quarter (provided that such borrowings under
the Working Capital Facility shall in no event exceed available borrowings under
the Working Capital Facility as of the end of such quarter), less (b) (i) any
cash reserves in such amounts as the general partner of the Company shall
determine to be necessary or appropriate in its reasonable discretion to (A)
provide for the proper conduct of the business of the Company and the Restricted
Subsidiaries (including, without limitation, cash reserves for future capital
expenditures) or (B) provide funds for distributions under Sections 6.4(a)(i),
(ii), and (iii) or 6.4(b)(i) of the MLP Agreement in respect of any one or more
of next four quarters or (C) comply with applicable law or any loan agreement
(including this Agreement), mortgage, security agreement, debt instrument or
other agreement or obligation to which the Company or any Restricted Subsidiary
is a party or its assets are subject, (including the payment of principal, Make
Whole Amount, Premium Amount or premium, if applicable, and interest) in respect
of the Notes, (ii) all Dedicated Funds and (iii) all amounts which a Restricted
Subsidiary is prohibited from dividending or distributing to the Company;
provided that Available Cash shall not include amounts received as prepayments
on the Partnership Note other than amounts scheduled to have been received on or
prior to the end of such calendar quarter


                                       84



pursuant to the terms of Section 1 of the Partnership Note; provided further
that Available Cash shall exclude without duplication (x) in each calendar
quarter a reserve equal to at least 50% of the aggregate amount of all interest
payments in respect of all Indebtedness of the Company and the Restricted
Subsidiaries upon which interest is due semiannually or less frequently to be
made in the next quarter (assuming, in the case of Indebtedness incurred under
the Bank Credit Facilities and other Indebtedness bearing interest at
fluctuating interest rates which cannot be determined in advance, that the
interest rate in effect on the last Business Day of the immediately preceding
calendar quarter will remain in effect until such Indebtedness is due to be
paid), (y) with respect to any Indebtedness secured equally and ratably with the
Notes of which principal is payable annually, in the third calendar quarter
immediately preceding each calendar quarter in which any scheduled principal
payment is due with respect to such Notes and other Indebtedness (a "principal
payment quarter"), a reserve equal to at least 25% of the aggregate amount of
all principal to be paid in respect of such Notes and other such Indebtedness
secured equally and ratably with the Notes in such principal payment quarter; in
the second calendar quarter immediately preceding a principal payment quarter, a
reserve equal to at least 50% of the aggregate amount of all principal to be
paid in respect of such Notes and other such Indebtedness in such principal
payment quarter; and in the calendar quarter immediately preceding a principal
payment quarter, a reserve equal to at least 75% of the aggregate amount of all
principal to be paid in respect of such Notes and other such Indebtedness in
such principal payment quarter, and (z) with respect to the Notes and any other
Indebtedness secured equally and ratably with the Notes of which principal is
payable semiannually, in each calendar quarter which immediately precedes a
quarter in which principal is payable in respect of such Notes and such
Indebtedness a reserve equal to at least 50% of the aggregate amount of all
principal to be paid in respect of such Notes and other such Indebtedness in the
next quarter; provided further that the amount of such reserve specified in
clauses (y) and (z) of this definition for principal amounts to be paid shall be
reduced by the aggregate principal amount of all binding, irrevocable letters of
credit established to refinance such principal amounts.

      Bank Credit Facilities: that Credit Agreement, dated as of June 26, 1996,
among the Company, The First National Bank of Boston, as administrative agent,
BA Securities, Inc., as syndication agent, and the Banks, and any extension,
renewal, refunding or replacement thereof otherwise permitted to be incurred and
outstanding under Section 10.1, pursuant to which the Initial Acquisition
Facility and the Working Capital Facility will be made available to the Company.


                                       85



      Bankruptcy Law: the meaning specified in Section 11(g).

      Banks: the financial institutions listed in the signature pages of the
Bank Credit Facilities, each assignee which becomes a lender under the Bank
Credit Facilities pursuant to the terms thereof and their respective successors.

      Business: the operation by the Company and its Subsidiaries (and prior to
the consummation of the Conveyance Agreements by National Propane Corp. and its
Affiliates) of the wholesale and retail sale, distribution and storage of
propane gas and related petroleum derivative products, the leasing of propane
storage tanks and the related retail sale of supplies and equipment, including
home appliances, and such other businesses in which the Company and its
Restricted Subsidiaries were engaged on the date of Closing as described in the
Registration Statement.

      Business Day: any day other than a Saturday, a Sunday or a day on which
commercial banks in New York City are required or authorized by law to be
closed.

      Called Principal: with respect to any Note, the principal of such Note
that is to be prepaid pursuant to Section 9.2, 9.3 or 9.4 or becomes or is
declared to be immediately due and payable pursuant to Section 11, as the
context requires.

      Capital Lease: as applied to any Person, any lease of any property
(whether real, personal or mixed) by such Person (as lessee or guarantor or
other surety) which would, in accordance with GAAP, be required to be classified
and accounted for as a capital lease on a balance sheet of such Person.

      Cash Collateral Agreement: the Cash Collateral Agreement among the
Company, the Trustee and the Administrative Agent, substantially in the form
attached hereto as Exhibit F, as amended from time to time.

      CERCLA: the Federal Comprehensive Environmental Response, Compensation and
Liability Act, as amended.

      Change of Control: any of the following:

      (a) the liquidation or dissolution of the general partner of the Company;


                                   86



      (b) any merger or consolidation of the general partner of the Company with
or into any Person (other than Triarc or any of its Affiliates, including,
without limitation, Nelson Peltz, Peter W. May, DWG Acquisition Group, L.P. or
any of their respective Affiliates (each a "Permitted Holder")) if the general
partner of the Company is not the surviving entity thereof, or any sale, whether
direct or indirect, of all or substantially all of the assets of the general
partner of the Company to any Person or "group" (as used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended), other than to a
Permitted Holder;

      (c) any Person or "group" (other than a Permitted Holder) is or becomes,
directly or indirectly, the beneficial owner of more than 50% of the then
outstanding total voting power of all classes of stock (or other securities) of
the general partner of the Company, the holders of which are ordinarily, in the
absence of contingencies, entitled to elect a majority of the directors (or
Persons performing similar functions) of the general partner of the Company; or

      (d) during any period of twelve consecutive months after the date of
Closing, individuals who at the beginning of such twelve month period (or
Persons nominated by such members of the Board of Directors of the general
partner of the Company to succeed them) constitute the Board of Directors of the
general partner of the Company cease, for any reason, to constitute a majority
of the Board of Directors of the general partner of the Company then in office;
provided it shall not be a Change of Control pursuant to paragraphs (b), (c) or
(d), if any two of the persons employed for six months, three months and three
months, respectively, as Chief Executive Officer, Chief Financial Officer or
Chief Operating Officer of the Company immediately prior to the events specified
therein, serve as Chief Executive Officer, Chief Financial Officer or Chief
Operating Officer (but not necessarily in the same position as employed prior to
such events) for at least six and three months, respectively, after the
occurrence of such an event.

      Closing: the meaning specified in Section 3.

      Code: the Internal Revenue Code of 1986, as amended from time to time.

      Commodity Hedging Agreement(s): any agreement or arrangement designed
solely to protect the Company against fluctuations in the price of propane with
respect to quantities of propane that the Company reasonably expects to purchase
from


                                       87



suppliers, sell to its customers or need for its inventory during the period
covered by such agreement or arrangement.

      Company: the meaning specified in the Introduction and, for the purposes
of calculating any financial test or financial covenant under this Agreement
with respect to the period prior to the date of the Closing, "Company" shall
mean the General Partners and their Affiliates (to the extent that any such
Affiliate operated a portion of the Business).

      Company Security Agreement: the Pledge and Security Agreement among the
Company, National Propane Corp., the Qualifying Restricted Subsidiaries and the
Trustee substantially in the form attached hereto as Exhibit G, as amended from
time to time.

      Competitor: any Person engaged primarily in the wholesale and retail sale,
distribution and storage of propane gas and related petroleum derivative
products.

      Consolidated Cash Flow: at any date of determination, for the period of
four consecutive fiscal quarters most recently completed at least 45 days
(except that, in connection with any calculation required pursuant to Section
10.4, for the period of four consecutive fiscal quarters most recently
completed) prior to such date of determination,

      (a) the sum of, without duplication, the amounts for such period, taken as
      a single accounting period, (i) Consolidated Net Income and (ii) all
      amounts deducted in the determination of such Consolidated Net Income for
      such period in respect of (v) interest charges (including amortization of
      debt discount and expense and imputed interest on Capital Lease
      obligations), (x) provisions for all income taxes and reserves (including
      reserves for deferred income taxes), (y) non-cash items, and (z) all fees,
      cost and expenses with respect to the retirement or repayment of
      Indebtedness of the general partner of the Company existing immediately
      prior to the Closing, less

      (b) without duplication, all amounts added in the determination of such
      Consolidated Net Income for such period in respect of (i) non-cash items
      and (ii) interest income received by the Company in connection with the
      Partnership Note.


                                       88



Consolidated Cash Flow shall be calculated after giving effect, on a pro forma
basis for the four consecutive fiscal quarters most recently completed at least
45 days (except that, in connection with any calculation required pursuant to
Section 10.4, for the period of four consecutive fiscal quarters most recently
completed) prior to such date of determination to, without duplication, any
asset sales or asset acquisitions (including, without limitation, any asset
acquisition giving rise to the need to make such calculation as a result of the
Company or any Restricted Subsidiary (including any Person who becomes a
Restricted Subsidiary as a result of such asset acquisition) incurring, assuming
or otherwise being liable for acquired Indebtedness) occurring during the period
commencing on the first day of such four fiscal quarter period to and including
the date of determination (the "Reference Period"), as if such asset sale or
asset acquisition occurred on the first day of the Reference Period; provided,
that with respect to an acquired business or asset (other than the acquisition
of the Business by the Company), if the applicable Reference Period for any
calculation of Consolidated Cash Flow shall include any fiscal quarters prior to
the date of acquisition (the "Preceding Fiscal Quarters"), Consolidated Cash
Flow generated by such acquired business or asset shall be determined for any
such Preceding Fiscal Quarters on the basis of, without duplication, (a) the
actual gross profit (revenues minus cost of goods sold) of the acquired business
or asset during such Preceding Fiscal Quarters, and (b) the pro forma expenses
that would have been incurred by the Company in the operation of such acquired
business or asset during such period computed on the basis of personnel expenses
for employees retained or to be retained by the Company in the operation of such
acquired business or asset and non-personnel costs and expenses incurred by the
Company or the general partner of the Company in the operation of the Company's
business at similarly situated Company facilities or Restricted Subsidiary
facilities. If the applicable Reference Period for any calculation of
Consolidated Cash Flow shall include a partial period occurring prior to the
Closing, then such Consolidated Cash Flow shall be calculated based upon the
Consolidated Cash Flow on a pro forma basis for such portion of the Reference
Period prior to the Closing (giving effect to the transactions occurring on the
date of Closing) and the Consolidated Cash Flow for the remaining portion of the
Reference Period occurring on and after the Closing, giving pro forma effect, as
described in the preceding sentences, to all applicable transactions occurring
on the date of Closing or otherwise.

      Consolidated Interest Expense: as of any date of determination, the total
amount payable by the Company and the Restricted Subsidiaries on a consolidated
basis, during the period of twelve consecutive months immediately following such
date


                                       89



of determination in respect of all interest charges (including amortization of
debt discount and expense and imputed interest on payments under Capital Lease
obligations) with respect to Indebtedness of the Company and the Restricted
Subsidiaries outstanding on the date of determination, assuming for such purpose
(a) the amount of such Indebtedness is not reduced or increased during such
twelve month period, and (b) that interest expense for such twelve month period
with respect to Indebtedness of a revolving nature shall equal the actual
interest expense for Indebtedness of a revolving nature during the most recently
completed twelve month period .

      Consolidated Net Income: with reference to any period, the net income (or
deficit) of the Company and the Restricted Subsidiaries for such period (taken
as a cumulative whole), after deducting all operating expenses, provisions for
all taxes and reserves (including reserves for deferred income taxes) and all
other proper deductions, all determined in accordance with GAAP on a
consolidated basis, after eliminating all intercompany transactions and after
deducting portions of income properly attributable to minority interests, if
any, in the stock and surplus of Restricted Subsidiaries, provided that there
shall be excluded (a) the income (or deficit) of any Person accrued prior to the
date it becomes a Restricted Subsidiary or is merged into or consolidated with
the Company or a Restricted Subsidiary, (b) the income (or deficit) of any
Person (other than a Restricted Subsidiary) in which the Company or any
Restricted Subsidiary has an ownership interest, except to the extent that any
such income has been actually received by the Company or such Restricted
Subsidiary in the form of dividends or similar distributions, (c) the
undistributed earnings of any Restricted Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such Restricted
Subsidiary is not at the time permitted by the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to such Restricted Subsidiary, (d) any restoration to
income of any contingency reserve, except to the extent that provision for such
reserve was made out of income accrued during such period, (e) any aggregate net
gain (but not any aggregate net loss) during such period arising from the sale,
exchange or other disposition of capital assets (such term to include all fixed
assets, whether tangible or intangible, all Inventory sold in conjunction with
the disposition of fixed assets, and all securities), (f) any write-up of any
asset, (g) any net gain from the collection of the proceeds of life insurance
policies, (h) any gain arising from the acquisition of any securities, or the
extinguishment, under GAAP, of any Indebtedness, of the Company or any
Restricted Subsidiary, (i) any net income or gain (but not any net loss) during


                                       90



such period from any change in accounting, from any discontinued operations or
the disposition thereof, from any extraordinary events or from any prior period
adjustments, (j) any deferred credit representing the excess of equity in any
Restricted Subsidiary at the date of acquisition over the cost of the investment
in such Restricted Subsidiary, and (k) in the case of a successor to the Company
by consolidation or merger or as a transferee of its assets, any earnings of the
successor corporation prior to such consolidation, merger or transfer of assets.

            Consolidated Net Worth: as to the Company, the amount by which

            (i) the total assets of the Company and the Restricted Subsidiaries
      appearing on a consolidated balance sheet of the Company and the
      Restricted Subsidiaries prepared in accordance with GAAP as of the date of
      determination (after eliminating all amounts properly attributable to
      minority interests in the stock and surplus, if any, of the Restricted
      Subsidiaries) exceeds

            (ii) total liabilities of the Company and the Restricted
      Subsidiaries appearing on a consolidated balance sheet of the Company and
      the Restricted Subsidiaries prepared in accordance with GAAP as of the
      date of determination on a consolidated basis,

in each case after eliminating all intercompany transactions; and as to any
other Person, the amount by which

            (i) the total assets of such Person and its Subsidiaries appearing
      on a consolidated balance sheet of such Person and its Subsidiaries
      prepared in accordance with GAAP as of the date of determination (after
      eliminating all amounts properly attributable to minority interests in the
      stock and surplus, if any, of its Subsidiaries) exceeds

            (ii) total liabilities of such Person and its Subsidiaries appearing
      on a consolidated balance sheet of such Person and its Subsidiaries
      prepared in accordance with GAAP as of the date of determination on a
      consolidated basis,

in each case after eliminating all intercompany transactions.


                                       91



      Consolidated Pro Forma Debt Service: as of any date of determination, the
total amount payable by the Company and the Restricted Subsidiaries on a
consolidated basis, during the four consecutive calendar quarters next
succeeding the date of determination, in respect of scheduled principal payments
and all cash interest charges with respect to Indebtedness of the Company and
the Restricted Subsidiaries outstanding on such date of determination, after
giving effect to any Indebtedness proposed to be incurred on such date (the
"Incurrence Date") and to any Indebtedness proposed to be repaid from funds of
such newly incurred Indebtedness (x) within 30 days of the Incurrence Date, or
(y) within the twelve months following such Incurrence Date which funds for such
payments have been within 30 days of the Incurrence Date irrevocably placed in
escrow with the Trustee with irrevocable instructions to the Trustee to make
such repayments (such funds pursuant to clauses (x) and (y) collectively, the
"Dedicated Funds") and (a) including actual payments under Capital Lease
obligations, (b) assuming, in the case of Indebtedness (other than Indebtedness
incurred under the Bank Credit Facilities) bearing interest at fluctuating
interest rates which cannot be determined in advance, that the rate in effect on
such date will remain in effect throughout such period, (c) assuming in the case
of Indebtedness incurred under the Bank Credit Facilities, that (1) the interest
payments payable during such four consecutive calendar quarters next succeeding
the date of determination will equal the actual interest payments associated
with the Bank Credit Facilities during the most recent four fiscal quarters, (2)
except for the twelve-month period immediately prior to the termination or final
maturity thereof (unless extended, renewed or refinanced), no principal payments
will be made under the Working Capital Facility and (3) principal payments
relating to the Initial Acquisition Facility will (unless already converted to a
fixed amortization schedule) become due based on the assumption that the
conversion to the fixed amortization schedule pursuant to Section 2.11(c) of the
Bank Credit Facilities is effected on the dates set forth therein, (d) treating
the principal amount of all Indebtedness outstanding as of such date of
determination under a revolving credit or similar agreement (other than the Bank
Credit Facilities) as maturing and becoming due and payable on the scheduled
maturity date or dates thereof (including the maturity of any payment required
by any commitment reduction or similar amortization provision), without regard
to any provision permitting such maturity date to be extended and (e) including
any other designated repayments of Indebtedness due within twelve months from
such date of determination.

      Conveyance Agreements: (a) (i) the Contribution and Assumption Agreement,
dated as of the date of the Closing, among the Company and the General Partners
and


                                       92



National Sales and Service, Inc., and (ii) the Conveyance, Contribution and
Assumption Agreement, dated as of the date of the Closing, among the Public
Partnership, the Company and the General Partners, and (b) each of the
individual conveyances, assignments and bills of sale delivered to the Company
pursuant to the agreements referred to in the foregoing clause (a).

      Dedicated Funds: the meaning specified in the definition of "Consolidated
Pro Forma Debt Service."

      Discounted Value: with respect to the Called Principal of any Note, the
amount obtained by discounting all Remaining Scheduled Payments with respect to
such Called Principal from their respective scheduled due dates to the
Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on a semi-annual
basis) equal to the Reinvestment Yield plus 50 basis points with respect to such
Called Principal.

      Dollar and sign "$": lawful money of the United States of America.

      Environmental Laws: applicable federal, state, local and foreign laws,
rules or regulations relating to emissions, discharges, releases or threatened
releases of pollutants, contaminants, chemicals or industrial, toxic or
hazardous substances or wastes into the environment (including, without
limitation, air, surface water, ground water or land), or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or wastes.

      ERISA: the Employee Retirement Income Security Act of 1974, as amended
from time to time.

      Event of Default: the meaning specified in Section 11.

      Excess Proceeds: the meaning specified in Section 10.7(c).

      GAAP: generally accepted accounting principles in effect in the United
States from time to time.

      General Partner(s): the meaning specified in the Introduction.


                                       93



      General Partner's Guarantee Agreement: the Guarantee Agreement between
National Propane Corp. and the Trustee substantially in the form attached hereto
as Exhibit H, as amended from time to time.

      general partner of the Company: National Propane Corp., so long as it
holds a general partner interest in the Company and shall be the managing
general partner as provided in the Partnership Agreement, and any successor to
such interest or any part thereof, so long as such successor shall hold such
interest or part thereof or, if National Propane Corp. shall no longer be such
managing general partner, then National Propane SGP, so long as it holds a
general partner interest in the Company and shall be the managing general
partner as provided in the Partnership Agreement, and any successor to such
interest or part thereof, so long as such successor shall hold such interest or
part thereof.

      Guarantee Agreements: means the General Partner's Guarantee Agreement and
the Subsidiary Guarantee Agreement.

      Guaranty: as applied to any Person, any direct or indirect liability,
contingent or otherwise, of such Person with respect to any indebtedness, lease
(other than operating leases under which the Company or a Restricted Subsidiary
is the lessee), dividend or other obligation of another, including, without
limitation, any such obligation directly or indirectly guaranteed, endorsed
(otherwise than for collection or deposit in the ordinary course of business) or
discounted or sold with recourse by such Person, or in respect of which such
Person is otherwise directly or indirectly liable or any other obligation under
any contract which, in economic effect, is substantially equivalent to a
guaranty, including, without limitation, any such obligation of a partnership in
which such Person is a general partner or of a joint venture in which such
Person is a joint venturer, and any such obligation in effect guaranteed by such
Person through any agreement (contingent or otherwise) to purchase, repurchase
or otherwise acquire such obligation or any security therefor, or to provide
funds for the payment or discharge of such obligation (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain the solvency or any balance sheet or other financial condition of the
obligor of such obligation, or to make payment for any products, materials or
supplies or for any transportation or services regardless of the non-delivery or
nonfurnishing thereof, in any such case if the purpose or intent of such
agreement is to provide assurance that such obligation will be paid or


                                       94



discharged, or that any agreements relating thereto will be complied with, or
that the holders of such obligation will be protected against loss in respect
thereof.

      Hazardous Materials: any gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products, polychlorinated biphenyls,
urea-formaldehyde insulation, asbestos or asbestos-containing materials,
pollutants, contaminants, radioactivity, and any other materials or substances
of any kind, whether or not any such substance is defined as hazardous under any
Environmental Law, that is regulated pursuant to any Environmental Law or that
could give rise to liability under any Environmental Law.

      Incurrence Date: the meaning specified in the definition of "Consolidated
Pro Forma Debt Service".

      Indebtedness: as applied to any Person (without duplication):

            (a) any indebtedness for borrowed money which such Person has
      directly or indirectly created, incurred or assumed;

            (b) any indebtedness, whether or not for borrowed money, with
      respect to which such Person has become directly or indirectly liable and
      which represents the deferred purchase price (or a portion thereof) or has
      been incurred to finance the purchase price (or a portion thereof) of any
      property or service or business acquired by such Person, whether by
      purchase, consolidation, merger or otherwise;

            (c) all obligations evidenced by notes, bonds, debentures or similar
      instruments, including obligations so evidenced incurred in connection
      with the acquisition or property, assets or businesses;

            (d) all indebtedness created or arising under any conditional sale
      or other title retention agreement, or incurred as financing, in either
      case with respect to property acquired by the Person (even though the
      rights and remedies of the seller or lender under such agreement in the
      event of default are limited to repossession or sale of such property);


                                       94



            (e) any obligations under Capital Leases to the extent such
      obligations would, in accordance with GAAP, appear on a balance sheet of
      such Person;

            (f) any indebtedness, whether or not for borrowed money, secured by
      (or for which the holder of such Indebtedness has an existing right,
      contingent or otherwise, to be secured by) any Lien in respect of property
      owned by such Person, whether or not such Person has assumed or become
      liable for the payment of such indebtedness, provided that the amount of
      such Indebtedness if not so assumed shall in no event be deemed to be
      greater than the fair market value from time to time (as determined in
      good faith by such Person) of the property subject to such Lien;

            (g) all capital stock of such Person redeemable at the option of the
      holder prior to the final maturity of the Notes, valued at the greater of
      its voluntary or involuntary maximum fixed repurchase price or any
      mandatory redemption payment obligations in respect thereon plus, in
      either case, accrued dividends thereon;

            (h) any preferred stock of any Restricted Subsidiary of such Person
      redeemable at the option of the holder prior to the final maturity of the
      Notes, valued at the sum of the liquidation preference thereof or any
      mandatory redemption payment obligations in respect thereof plus, in
      either case, accrued dividends thereon;

            (i) all liabilities of such Person in respect of letters of credit
      or instruments serving a similar function issued or accepted for its
      account by banks and other financial institutions (whether or not
      representing obligations for borrowed money);

            (j) any indebtedness of the character referred to in clause (a)
      through (i) of this definition deemed to be extinguished under GAAP but
      for which such Person remains legally liable; and

            (k) any indebtedness of any other Person of the character referred
      to in clause (a) through (j) of this definition with respect to which the
      Person whose Indebtedness is being determined has become liable by way of
      a Guaranty.


                                       96



Notwithstanding the foregoing, in determining the Indebtedness of the Company
and the Restricted Subsidiaries, there shall be excluded all undrawn letters of
credit (not yet due and payable), trade accounts payable, accrued interest and
other accrued expenses and customer credit balances arising in the ordinary
course of business on ordinary terms.

      Initial Acquisition Facility: that Initial Acquisition Facility under the
Bank Credit Facilities which shall permit borrowings thereunder in an aggregate
amount at any time no greater than as permitted by Section 10.1(e) and which
shall be secured by the Mortgaged Property pursuant to the Security Documents,
and any extension, renewal, refunding or replacement thereof otherwise permitted
to be incurred and outstanding under Section 10.1.

      Initial Notes: the meaning specified in Section 1.

      Institutional Investor: means (a) any original purchaser of a Note, (b)
any holder of a Note holding $1,000,000 or more of the aggregate principal
amount of the Notes then outstanding, and (c) any bank, trust company, savings
and loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any other
similar financial institution or entity, regardless of legal form.

      Intercompany Notes: any and all promissory notes of a Restricted
Subsidiary issued to the Company or to another Restricted Subsidiary, in the
form attached hereto as Exhibit I or such other form as may be satisfactory to
the Required Holders, representing all Indebtedness of such Restricted
Subsidiary to the Company or such other Restricted Subsidiary, as the case may
be.

      Interest Rate Agreement: any interest rate swap agreement, interest rate
cap agreement, interest rate collar agreement or other similar agreement or
arrangement designed solely to protect the Company against fluctuations in
interest rates on Indebtedness.

      Inventory: goods held by a Person for sale or lease and accounted for as
inventory under GAAP.


                                       97



      Investment: as applied to any Person, any direct or indirect purchase or
other acquisition by such Person of stock or other securities of any other
Person, or any direct or indirect loan, advance or capital contribution by such
Person to any other Person, and any other item which would be classified as an
"investment" on a balance sheet of such Person prepared in accordance with GAAP,
including, without limitation, any direct or indirect contribution by such
Person of property or assets to a joint venture, partnership or other business
entity in which such Person retains an interest. For the purposes of Section
10.3(b), the amount involved in Investments made during any period shall be the
aggregate cost to the Company of all such Investments made during such period,
determined in accordance with GAAP, but without regard to unrealized increases
or decreases in value, or write-ups, write-downs or write-offs, of such
investments and without regard to the existence of any undistributed earnings or
accrued interest with respect thereto accrued after the respective dates on
which such Investments were made, less any net return of capital realized during
such period upon the sale, repayment or other liquidation of such Investment
(determined in accordance with GAAP, but without regard to any amounts received
during such period as earnings (in the form of dividends not constituting a
return of capital, interest or otherwise) on such Investment or as loans from
any Person in whom such Investments have been made).

      Legal Requirement: any law, statute, ordinance, decree, requirement,
order, judgment, rule or regulation (or published official interpretation by any
governmental authority of any of the foregoing) of any governmental authority.

      Lien: as to any Person, any mortgage, lien (statutory or otherwise),
pledge, reservation, right of entry, encroachment, easement, right of way,
restrictive covenant, license, charge, security interest or other encumbrance in
or on, or any interest or title of any vendor, lessor, lender or other secured
party to or of such Person under any conditional sale or other title retention
agreement or Capital Lease with respect to, any property or asset owned or held
by such Person, or the signing or filing of a financing statement with respect
to any of the foregoing which names such Person as debtor, or the signing of any
security agreement with respect to any of the foregoing authorizing any other
party as the secured party thereunder to file any financing statement or any
other agreement to give or grant any of the foregoing. For the purposes of this
Agreement, a Person shall be deemed to be the owner of any asset which it has
placed in trust for the benefit of the holders of Indebtedness of such Person
and such trust shall


                                       98



be deemed to be a Lien if such Person remains legally liable therefor,
notwithstanding that such Indebtedness is or may be deemed to be extinguished
under GAAP.

      Make Whole Amount: with respect to any Note, an amount equal to the
excess, if any, of the Discounted Value of the Remaining Scheduled Payments of
the Called Principal of such Note over such Called Principal. The Make Whole
Amount shall in no event be less than zero.

      Material Adverse Effect: a material adverse effect on (a) the business,
operations, property, condition (financial or otherwise) or prospects (financial
or otherwise) of the Company and the Restricted Subsidiaries, taken a whole or
the Business, (b) the ability of the Company, either General Partner or any
Restricted Subsidiary to perform its obligations under this Agreement or any
other Operative Agreement, or (c) the validity, enforceability, perfection or
priority of this Agreement or any other Operative Agreement or of the rights or
remedies of the holder of any Notes or the Trustee.

      Material Restricted Subsidiary: with respect to any Restricted Subsidiary,
a Restricted Subsidiary which, at the date of any determination, has assets with
a net book value in excess of 5% of the aggregate net book value of all assets
of the Company and the Restricted Subsidiaries at the end of the most recently
completed fiscal year of the Company, or which is more than 5% of Consolidated
Net Income for such fiscal year.

      Maximum Consolidated Pro Forma Debt Service: as of any date of
determination, the highest total amount payable by the Company and the
Restricted Subsidiaries on a consolidated basis, during any period of four
consecutive fiscal quarters, commencing with the fiscal quarter in which such
date of determination occurs and ending on the maturity date of the Notes, in
respect of scheduled principal payments and all cash interest charges with
respect to all Indebtedness of the Company and the Restricted Subsidiaries
outstanding or to be outstanding, after giving effect to any Indebtedness to be
incurred on the Incurrence Date and to any Indebtedness proposed to be repaid
from Dedicated Funds and (a) including actual payments under Capital Lease
obligations, (b) assuming, in the case of Indebtedness (other than Indebtedness
incurred under the Bank Credit Facilities) bearing interest at fluctuating
interest rates which cannot be determined in advance, that the rate in effect on
such date will remain in effect throughout such period, (c) assuming in the case
of Indebtedness incurred under


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the Bank Credit Facilities, that (1) the interest payments payable during such
four consecutive calendar quarters will equal the actual interest payments
associated with the Bank Credit Facilities during the most recent four fiscal
quarters, (2) except for the twelve-month period immediately prior to the
termination or final maturity thereof (unless extended, renewed or refinanced)
no principal payments will be made under the Working Capital Facility and (3)
principal payments relating to the Initial Acquisition Facility will (unless
already converted to a fixed amortization schedule) become due based on the
assumption that the conversion to the fixed amortization schedule pursuant to
Section 2.11(c) of the Bank Credit Facilities is effected on the dates set forth
therein, (d) treating the principal amount of all Indebtedness outstanding as of
such date of determination under a revolving credit or similar agreement (other
than the Bank Credit Facilities) as maturing and becoming due and payable on the
scheduled maturity date or dates thereof (including the maturity of any payment
required by any commitment reduction or similar amortization provision), without
regard to any provision permitting such maturity date to be extended and (e)
including any other designated repayments of Indebtedness.

      Memorandum: the meaning specified in Section 5.4(b).

      MLP Agreement: the Amended and Restated Agreement of Limited Partnership
of the Public Partnership.

      Mortgages: the separate mortgage, security agreement and fixture filings
and the separate deed of trust, security agreement and fixture filings, each
among the Company, National Propane Corp. and the Trustee, dated as of the date
hereof, and any mortgage, security agreement and fixture filing or deed of
trust, security agreement and fixture filing between any Restricted Subsidiary,
National Propane Corp. or the Company and the Trustee securing the Company's and
National Propane Corp.'s obligations under the Notes, the Initial Notes and the
Agreements and Parity Debt substantially in the forms of Exhibit D1 or D2, as
the case may be, with any changes therein required to refer to the mortgagor or
trustee thereunder as the respective Restricted Subsidiary.

      Mortgaged Property: collectively, the properties referred to as the
"Mortgaged Property" in the Mortgages, as the "Collateral" under the Company
Security Agreement and as the "Security" in the Trust Agreement.


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      Multiemployer Plan: a Plan which is a "multiemployer plan" within the
meaning of Section 4001(a)(3) of ERISA.

      National Propane Corp.: the meaning specified in the Introduction.

      National Propane SGP: the meaning specified in the Introduction.

      Non-Related Subsidiaries: Subsidiaries of Triarc other than (i) the
General Partners and (ii) any such Subsidiary which is a Related Person.

      Notes: the meaning specified in Section 1.

      Obsolete Assets: means assets, property or equipment that have been
determined by the Company, in good faith, to no longer be useful in the
operations or the business of the Company or a Restricted Subsidiary.

      Officers' Certificate: as to any corporation, a certificate executed on
its behalf by the Chairman of the Board of Directors (if an officer) or its
President or one of its Vice Presidents and its Treasurer, or Controller, or one
of its Assistant Treasurers or Assistant Controllers, and, as to any
partnership, a certificate executed on behalf of such partnership by its general
partner in a manner which would qualify such certificate as an Officers'
Certificate of such general partner hereunder.

      Operative Agreements: this Agreement, the Other Agreements, the Agency
Agreement, the Notes, the Bank Credit Facilities, the Security Documents, the
Intercompany Notes, the Partnership Note, the Underwriting Agreement, the
Conveyance Agreements, the MLP Agreement and the Partnership Agreement.

      Other Agreements: the meaning specified in Section 2.

      Other Purchasers: the meaning specified in Section 2.

      Overallotment Option: the overallotment option granted to the Underwriters
by the Public Partnership pursuant to the Underwriting Agreement.


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      Parity Debt: Indebtedness of the Company incurred in accordance with
Section 10.1(b), 10.1(e), 10.1(f), 10.1(i) or 10.1(j) and secured by the lien of
the Security Documents in accordance with Section 10.2(h), 10.2(i) or 10.2(m).

      Partnership Agreement: the Amended and Restated Agreement of Limited
Partnership of the Company, as in effect on the date of the Closing, and as the
same may from time to time be amended, modified or supplemented in accordance
with the terms thereof and Section 10.12 hereof, in the form of Exhibit K.

      Partnership Note: the note issued by Triarc in favor of the Company in an
amount of approximately $40,700,000, which note is secured by a pledge by Triarc
to the Company of, among other things, all of the shares of National Propane
Corp. owned by Triarc, in the form of Exhibit L.

      Partners Security Agreement: the Pledge and Security Agreement among the
Public Partnership, National Propane Corp. and the Trustee substantially in the
form attached hereto as Exhibit M, as amended from time to time.

      PBGC: the Pension Benefit Guaranty Corporation or any governmental
authority succeeding to any of its functions.

      Perfection Certificate: a certificate from the Company in substantially
the form attached hereto as Exhibit N.

      Permitted Banks: the meaning specified in Section 10.3(a).

      Permitted Encumbrances: the encumbrances and exceptions to title to the
Assets (a) described in the Security Documents or (b) existing on the date of
Closing as permitted by the applicable provisions hereof with respect to real
property owned or leased by the Company and not subject to a Lien of a Mortgage.

      Permitted Exceptions: the meaning specified in Section 5.8(a).

      Permitted Insurers: insurers with ratings of A or better according to
Best's Insurance Reports or a comparable rating agency for insurance companies
located outside of the United States of America and Canada and with assets of no
less than $500 million.


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      Person: a corporation, a limited liability company, a firm, a joint
venture, an association, a partnership, an organization, a business, a trust or
other entity or enterprise, an individual, a government or political subdivision
thereof or a governmental agency, department or instrumentality.

      Plan: an "employee pension benefit plan" (as defined in Section 3(2) of
ERISA) which is or has been established or maintained, or to which contributions
are or have been made, by either General Partner, the Company or any Related
Person of the Company or either General Partner or to which either General
Partner, the Company or any Related Person of the Company or either General
Partner is or has been obligated to contribute, or an employee benefit plan as
to which either General Partner, the Company or any Related Person of the
Company or either General Partner could be treated as a contributory sponsor
under Section 4069 or Section 4212 of ERISA if such plan were terminated.

      Potential Event of Default: any condition or event which, with notice or
lapse of time or both, would become an Event of Default.

      Premium Amount: the meaning specified in Section 9.3(d).

      Public Partnership: National Propane Partners, L.P., a Delaware limited
partnership.

      Purchase Money Lien: the meaning specified in Section 10.2(j).

      QPAM Exemption: the meaning specified in Section 6.2(c).

      Qualifying Restricted Subsidiaries: the Restricted Subsidiaries other than
National Sales and Service, Inc.

      RCRA: the Federal Resource Conservation and Recovery Act, as amended.

      Registration Statement: the Registration Statement on Form S-1 under the
Securities Act of 1933, as amended, of the Public Partnership (Registration
Number 33-2768), as initially filed with the Securities and Exchange Commission
on March 26, 1996, as amended by Amendment No. 1 thereto filed with the
Securities and Exchange Commission on May 14, 1996, Amendment No. 2 thereto
filed with the Securities and


                                       103



Exchange Commission on May 31, 1996 and Amendment No. 3 thereto filed with the
Securities and Exchange Commission on June 11, 1996.

      Reinvestment Yield: with respect to the Called Principal of any Note, the
yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York
City time) on the Business Day next preceding the Settlement Date with respect
to such Called Principal, on the display designated as "USD" on the Bloomberg
Financial Markets (or such other display as may replace USD on the Bloomberg
Financial Markets) for actively traded U.S. Treasury securities having a
maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date, or if such yields shall not be reported as of such time or the
yields reported as of such time shall not be ascertainable, (ii) the Treasury
constant maturity series yields reported, for the latest day for which such
yields shall have been so reported as of the Business Date next preceding the
Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date. Such
implied yield shall be determined, if necessary, by (a) converting U.S. Treasury
bill quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the actively traded U.S.
Treasury security with the duration closest to and equal to or greater than the
Remaining Average Life and (2) the actively traded U.S. Treasury security with
the duration closest to and equal to or less than the Remaining Average Life.

      Related Person: with respect to a Person, any trade or business, whether
or not incorporated, which, as of any date of determination, would be treated as
a single employer together with such Person under Section 414 of the Code.

      Remaining Average Life: with respect to the Called Principal of any Note,
the number of years (calculated to the nearest one-twelfth year) obtained by
dividing (i) such Called Principal into (ii) the sum of the products obtained by
multiplying (a) each Remaining Scheduled Payment of such Called Principal (but
not of interest thereon) by (b) the number of years (calculated to the nearest
one-twelfth year) which will elapse between the Settlement Date with respect to
such Called Principal and the scheduled due date of such Remaining Scheduled
Payment.


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      Remaining Scheduled Payments: with respect to the Called Principal of any
Note, all payments of such Called Principal and interest thereon that would be
due on or after the Settlement Date with respect to such Called Principal if no
payment of such Called Principal were made prior to its scheduled due date,
provided that if such Settlement Date is not a date on which interest payments
are due to be made under the terms of the Notes, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Sections 9 or 11.

      Required Holders: the holders of at least 66-2/3% in principal amount of
the Notes at the time outstanding.

      Responsible Officer: with respect to any Person, the President, any Senior
Vice President, the Chief Financial Officer, the Treasurer and the Secretary of
such Person and any other officer of such Person who is responsible for
compliance with or performance of any obligation under this Agreement or the
other Operative Agreements, with respect to the Company, any such officer of the
general partner of the Company and, in any case, any employee of the Company
performing any of the above functions.

      Restricted Affiliate: any of Triarc, DWG Acquisition Group, L.P. or any of
their respective Subsidiaries or Nelson Peltz or Peter W. May as long as any
such Person would otherwise be an Affiliate of the Company.

      Restricted Payment: as to any Person, (a) any payment, dividend or other
distribution, direct or indirect, in respect of any partnership interest
(general or limited) in, or on account of any shares of any class of stock of,
such Person, except a distribution payable solely in additional partnership
interests in, or shares of stock of, such Person, and (b) any payment, direct or
indirect, on account of the redemption, retirement, purchase or other
acquisition of any partnership interest in, or any shares of any class of stock
of, such Person now or hereafter outstanding or of any warrants, rights or
options to acquire any such shares, except to the extent that the consideration
therefor consists of shares of stock of such Person, provided payments by the
Company or a Restricted Subsidiary of the Company to any General Partner or any
of its Affiliates for services rendered to or on behalf of the Company or any
Restricted Subsidiary of the Company or expenses incurred in connection with the
operation of the business of the Company or any Restricted Subsidiary of the
Company (including,


                                       105



without limitation, reimbursement of expenses incurred under any employee
benefit plan, including plans providing for the issuance of Units or options to
acquire Units in the Public Partnership) shall not be deemed to be Restricted
Payments.

      Restricted Subsidiary: any Wholly Owned Subsidiary of the Company (a)
organized under the laws of the United States of America or any state thereof or
the District of Columbia, (b) none of the capital stock or ownership interests
of which is owned by Unrestricted Subsidiaries, (c) substantially all of the
operating assets of which are located in, and substantially all of the business
of which is conducted within the United States of America and which business
consists of the wholesale and retail sale, distribution and storage of propane
gas and related petroleum derivative products and/or the related retail sale of
supplies and equipment, including home appliances, and for the provision of
related services and (d) designated by the Company as a Restricted Subsidiary in
Exhibit O or at a subsequent date, provided that (i) to the extent a newly
formed or acquired Wholly Owned Subsidiary satisfying the requirements of the
foregoing clauses (a), (b) and (c) is not declared either a Restricted
Subsidiary or an Unrestricted Subsidiary within 90 days of its formation or
acquisition, such Wholly Owned Subsidiary shall be deemed a Restricted
Subsidiary and (ii) a Restricted Subsidiary may be designated as an Unrestricted
Subsidiary in accordance with the provisions of Section 10.19(a).

      Security Documents: the Trust Agreement, the Mortgage(s), the Company
Security Agreement, the General Partner's Guarantee Agreement, the Subsidiary
Guarantee Agreement, the Partners Security Agreement, the Partnership Note, the
Perfection Certificate, the Agency Account Agreement, the Cash Collateral
Agreement, and all other security agreements and documents and instruments
executed and delivered in order to secure the Indebtedness and/or perfect the
Liens referred to in the Trust Agreement or to guarantee the Company's and the
General Partners' obligations hereunder and under the Notes and the Initial
Notes.

      Settlement Date: shall mean, with respect to the Called Principal of any
Note, the date on which such Called Principal is to be prepaid pursuant to
Section 9.2, 9.3 or 9.4 or is declared to be or becomes immediately due and
payable pursuant to Section 11, as the context requires.

      Subsidiary: of any Person, means any corporation, limited liability
company, business trust, association, partnership, joint venture or other
business entity at least a


                                       106



majority (by number of votes) of the stock of any class or classes (or
equivalent interests) of which is at the time owned by such Person or by one or
more Subsidiaries of such Person or by such Person and one or more Subsidiaries
of such Person, if the holders of the stock of such class or classes (or
equivalent interests) (a) are ordinarily, in the absence of contingencies,
entitled to vote for the election of a majority of the directors (or Persons
performing similar functions) of such business entity, even though the right so
to vote has been suspended by the happening of such a contingency, or (b) are at
the time entitled, as such holders, to vote for the election of the majority of
the directors (or Persons performing similar functions) of such business entity,
whether or not the right so to vote exists by reason of the happening of a
contingency. Unless the context otherwise requires, any reference to a
Subsidiary shall mean a Subsidiary of the Company.

      Subsidiary Guarantee Agreement: the Guarantee Agreement among the
Qualifying Restricted Subsidiaries and the Trustee substantially in the form
attached hereto as Exhibit P, as amended from time to time.

      Substantial Portion: the meaning specified in Section 7(a).

      Supplemental Agreement: an agreement between a Restricted Subsidiary and
the Trustee substantially in the form attached hereto as Exhibit Q, as amended
from time to time.

      Triarc: Triarc Companies, Inc., a Delaware corporation.

      Trust Agreement: the Intercreditor and Trust Agreement, dated as of June
26, 1996, among the Company, National Propane Corp., the Public Partnership, the
Qualifying Restricted Subsidiaries, the Trustee, the holders of the Notes, the
Administrative Agent and the Banks, substantially in the form attached hereto as
Exhibit C, as amended from time to time.

      Trustee: The Bank of New York, as Trustee under the Trust Agreement and
its successors and assigns thereunder.

      Underwriters: the underwriters named in the Underwriting Agreement.


                                       107



      Underwriting Agreement: the Purchase Agreement, dated June 26, 1996, among
the Public Partnership, National Propane Corp., National Propane SGP, the
Company, Triarc and the Underwriters, relating to securities of the Public
Partnership registered under the Registration Statement.

      Uniform Commercial Code: the Uniform Commercial Code or similar statute in
effect from time to time in any jurisdiction.

      Units: the units to be issued and sold by the Public Partnership pursuant
to the Underwriting Agreement, representing preference limited partnership
interests in the Public Partnership.

      Unrestricted Subsidiary: any Subsidiary other than a Restricted Subsidiary
which is organized under the laws of the United States of America or any state
thereof or the District of Columbia and substantially all of the operating
assets of which are located in, and substantially all of the business of which
is conducted within the United States of America and which business consists
principally of the distribution of propane gas or related supplies and
equipment.

      Wholly Owned: as applied to any Subsidiary, a Subsidiary all of the
outstanding shares (other than directors' qualifying shares, if required by law)
of every class of stock or other equity interests of which are at the time owned
by the Company or by one or more Wholly Owned Restricted Subsidiaries or by the
Company and one or more Wholly Owned Restricted Subsidiaries.

      Working Capital Facility: that Working Capital Facility under the Bank
Credit Facilities which shall permit borrowings thereunder in an aggregate
amount outstanding at any time no greater than as permitted by Section 10.1(e)
and which shall be secured by the Mortgaged Property pursuant to the Security
Documents and any extension, renewal, refunding or replacement thereof otherwise
permitted to be incurred and outstanding under Section 10.1.

SECTION 14. REGISTRATION, TRANSFER AND SUBSTITUTION OF NOTES.

      14.1. Note Register; Ownership of Notes. Any Notes issued in substantially
the form of Exhibit A2 are in "registered form". The Company will keep at its


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principal office a register in which the Company will provide for the
registration of Notes in registered form and the registration of transfers of
Notes in registered form. The Company may treat the Person in whose name any
Note is registered on such register as the owner thereof for the purpose of
receiving payment of the principal of and the Make Whole Amount or premium, if
any, and interest on such Note and for all other purposes, whether or not such
Note shall be overdue, and the Company shall not be affected by any notice to
the contrary. All references in this Agreement or in a Note to a "holder" of any
Note shall mean the Person in whose name such Note is at the time registered on
such register.

      14.2. Transfer and Exchange of Notes. Upon surrender of any Note for
registration of transfer or for exchange to the Company at its principal office,
the Com pany at its expense will execute and deliver in exchange therefor a new
Note or Notes in denominations of at least $250,000 (except one Note may be
issued in a lesser prin cipal amount if the unpaid principal amount of the
surrendered Note is not evenly divisible by, or is less than, $250,000), as
requested by the holder or transferee, which aggregate the unpaid principal
amount of such surrendered Note. Each such new Note shall be in registered form.
Each such Note shall be dated so that there will be no loss of interest on such
surrendered Note and otherwise of like tenor, and shall be registered in the
name or names of such Person as such holder or transferee may request. Any Note
in lieu of which any such new Note has been executed and delivered shall not be
deemed to be an outstanding Note for any purpose of this Agreement.

      14.3. Replacement of Notes. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Note and, in the case of any such loss, theft or destruction of any Note, upon
delivery of an indemnity bond in such reasonable amount as the Company may
determine (or, in the case of any Note held by you or another institutional
holder or your or its nominee, of an unsecured indemnity agreement from you or
such other holder), or, in the case of any such mutilation, upon the surrender
of such Note for cancellation to the Company at its principal office, the
Company at its expense will execute and deliver, in lieu thereof, a new Note in
the unpaid principal amount of such lost, stolen, destroyed or mutilated Note,
dated so that there will be no loss of interest on such Note and otherwise of
like tenor. Any Note in lieu of which any such new Note has been so executed and
delivered by the Company shall not be deemed to be an outstanding Note for any
purpose of this Agreement.


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      14.4. Notes Held by Company, etc., Deemed Not Outstanding. For the
purposes of determining whether the holders of the Notes of the requisite
principal amount at the time outstanding have taken any action authorized by
this Agreement or any other Operative Agreement with respect to the giving of
consents or approvals or with respect to the acceleration upon an Event of
Default, any Notes directly or indirectly owned by the Company, either General
Partner, the general partner of the Company or any of their respective
Affiliates shall be disregarded and deemed not to be outstanding.

SECTION 15. PAYMENTS ON NOTES.

      15.1. Place of Payment. Payments of principal, Make Whole Amount, Premium
Amount or premium, if any, and interest becoming due and payable on the Notes
shall be made at the principal office of the Trustee, in the Borough of Manhat
tan, the City and State of New York by 12:00 noon, unless the Company, by
written notice to each holder of any Notes, shall designate the principal office
of another bank or trust company in such Borough as such place of payment, in
which case the principal office of such other bank or trust company shall
thereafter be such place of payment.

      15.2. Home Office Payment. So long as you or your nominee shall be the
holder of any Note, and notwithstanding anything contained in Section 15.1 or in
such Note to the contrary, the Company will pay all sums becoming due on such
Note for principal, Make Whole Amount, Premium Amount or premium, if any, and
interest no later than 12:00 noon (New York City time) and by the method and at
the address specified for such purpose in Schedule A, or by such other
reasonable method or at such other address as you shall have from time to time
specified to the Company in writing for such purpose, without the presentation
or surrender of such Note or the making of any notation thereon, except that any
Note paid or prepaid in full shall, after such payment or prepayment in full, be
surrendered to the Company at its principal office or at the place of payment
maintained by the Company pursuant to Section 15.1 for cancellation. Prior to
any sale or other disposition of any Note held by you or your nominee you will,
at your election, either endorse thereon the amount of principal paid thereon
and the last date to which interest has been paid thereon or surrender such Note
to the Company in exchange for a new Note or Notes pursuant to Section 14.2. The
Company will afford the benefits of this Section 15.2 to any institutional
investor which is the direct or indirect transferee of any Note purchased by you
under this Agreement


                                       110



and which has made the same agreement relating to such Note as you have made in
this Section 15.2.

SECTION 16. EXPENSES, INDEMNIFICATION, ETC.

      (a) Whether or not the transactions contemplated hereby shall be
consummated, the Company will pay all expenses in connection with such
transactions and in connection with any amendments or waivers (whether or not
the same become effective) under or in respect of this Agreement, the other
Operative Agreements or the Initial Notes, including, without limitation: (i)
the cost and expenses of preparing and reproducing this Agreement, the other
Operative Agreements and the Initial Notes, of furnishing all opinions by
counsel for the Company, the Restricted Subsidiaries, Triarc or the General
Partners (including any opinions requested by your special counsel, Debevoise &
Plimpton, as to any legal matter arising hereunder) and all certificates on
behalf of the Company, either General Partner, Triarc or any Restricted
Subsidiary, and of the Company's, either General Partner's, Triarc's or any
Restricted Subsidiary's performance of and compliance with all agreements and
conditions contained herein on its part to be performed or complied with; (ii)
the cost of delivering to your principal office, insured to your satisfaction,
the Notes issued in exchange for the Initial Notes sold to you hereunder and any
Notes delivered to you upon any substitution thereof pursuant to Section 14 and
of your delivering any Notes, insured to your satisfaction, upon any such
substitution; (iii) the fees, expenses and disbursements of your special
counsel, Debevoise & Plimpton and your local counsel in connection with such
transac tions and any such amendments or waivers; (iv) the costs and expenses,
including attorneys' fees, incurred by you or any subsequent holder of a Note in
enforcing (or determining whether or how to enforce) any rights under this
Agreement, any other Operative Agreement or the Initial Notes or in responding
to any subpoena or other legal process in connection with this Agreement, any
other Operative Agreement or the Initial Notes or the transactions contemplated
hereby or by reason of you or any subsequent holder of Notes having acquired any
Note, including without limitation costs and expenses incurred in any bankruptcy
case; (v) the cost and expenses of obtaining a Private Placement Number for the
Notes; and (vi) the reasonable out-of-pocket expenses incurred by you in
connection with such transactions and any such amendments or waivers, provided
that the Company shall be required to pay the cost and expenses of only one firm
(and any local counsel) retained by the Noteholders in connection with any
waivers or amendments. The Company also will pay, and will save you and each
holder of any Notes harmless from, all claims in respect of the fees,


                                       111



if any, of brokers and finders (unless engaged by you) and any and all
liabilities with respect to any taxes (including interest and penalties) (other
than income taxes) which may be payable in respect of the execution and delivery
hereof, the issue of the Initial Notes or the Notes hereunder and any amendment
or waiver under or in respect hereof or of the Initial Notes or the Notes. In
furtherance of the foregoing, on the date of the Closing the Company will pay
(a) the fees and disbursements of your special counsel which are reflected as
unpaid in the statement of Debevoise & Plimpton, your special counsel, delivered
to the Company prior to the date of the Closing and (b) the fees and
disbursements of your environmental consultant; and thereafter the Company will
pay, promptly upon receipt of supplemental statements therefor from time to
time, additional fees, if any, and disbursements of your special counsel in
connection with the transactions hereby contemplated (including unposted
disbursements as of the date of the Closing).

      (b) The Company will protect, indemnify and save harmless the Trustee and
each present, future and former holder of any Note and their respective
officers, di rectors, trustees, employees, agents and representatives
(individually, an "Indemnified Party" and collectively, the "Indemnified
Parties") from and against all losses, liabil ities, obligations, claims,
damages, penalties, causes of action, costs and expenses (including, without
limitation, attorneys' fees and expenses) imposed upon or incurred by or
asserted against any Indemnified Party by reason of (a) ownership of the
Mortgaged Property, or any interest therein, or receipt of any rent or other sum
therefrom, (b) any accident or injury to or death of persons or loss of or
damage to property occurring on or about the Mortgaged Property or any part
thereof, (c) any use, non-use or condition of the Mortgaged Property or any part
thereof, (d) any failure on the part of the Company, either General Partner or
any of their respective Subsidiaries or Affiliates to perform or comply with any
of the terms of this Agreement or any other Operative Agreement, (e) the
performance of any labor or services or the furnishing of any materials or other
property in respect of the Mortgaged Property or any part thereof, (f) any
negligence or tortious act on the part of the Company, either General Partner,
any of their respective Subsidiaries or Affiliates or any of their respective
agents, contractors, sublessees, licensees or invitees, (g) any work in
connection with any alterations, changes or construction of the Mortgaged
Property, (h) any other relationship that has arisen or may arise between the
Company, either General Partner or any of their respective Subsidiaries or
Affiliates and the Indemnified Parties or the Mortgaged Property as a result of
the delivery or performance of this Agreement, any other Operative Agreement or
any action contemplated hereby or


                                       112



thereby or by any other document executed in connection herewith or therewith,
(i) the presence or removal, or the discharge, spillage, leakage, emission,
release, threat of release or disposal, of any Hazardous Substances on, under,
about or from the Mortgaged Property or the noncompliance with any Legal
Requirement relating thereto, whether arising prior to the issuance of the
Initial Notes or at any time thereafter and whether or not the Company, either
General Partner or any of their respective Subsidiaries or Affiliates is
responsible therefor or (j) the holding of, or any interest in, any sum
deposited or paid under this Agreement, the Notes or any other Operative
Agreement, provided that nothing contained herein shall be deemed to require the
Company to indemnify the Indemnified Parties for conditions (other than matters
covered by clause (f) above) first occurring subsequent to the earlier of (x)
the taking of exclusive possession and control of the Mortgaged Property for
operational purposes pursuant to Section 21.10 of the Mortgage or Section 6.03
of the Company Security Agreement, (y) the foreclosure of the Lien under any
Security Document and the transfer of title to the Trustee, or (z) for their
respective gross negligence or willful misconduct, or for their breach of their
respective obligations under this Agreement or the other Operative Agreements.

      In case any action, claim, suit or proceeding is brought against an
Indemnified Party by reason of any such occurrence, the Company may, and upon
the request of such Indemnified Party will, at the Company's expense resist and
defend such action, suit or proceeding or cause the same to be resisted and
defended by counsel for the insurer of the liability or by counsel designated
by the Company and reasonably satisfactory to the Indemnified Party, as the case
may be, provided that any Indemnified Party shall be entitled to participate in
any such action, suit or proceeding with counsel of its own choice but at its
own expense, and provided further that if any Indemnified Party reasonably
determines that a conflict of interest exists with respect to the representation
by such counsel of such Indemnified Party, the Company shall pay the fees and
expenses of counsel selected by such Indemnified Party. In any event, if the
Company fails to assume the defense within a reasonable time after any such
request, the Indemnified Party may assume such defense or other indemnification
obligation and the fees and expenses of its attorney will be paid by the
Company. The obligations of the Company under this Section 16 shall survive any
termination or satisfaction of this Agreement. Any amounts payable to any
Indemnified Party under this Section 16 which are not paid within 15 days after
written demand therefor by any Indemnified Party shall bear interest at the rate
of 10.54% per annum from the date of such demand. In the event that the Company
shall be required to pay any indemnity


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under this Section 16, the Company shall pay the Indemnified Party an amount
which, after deduction of all taxes required to be paid by such Indemnified
Party in respect of the receipt or accrual thereof (but not for any taxes
payable with respect to amounts received for the payment of income taxes), shall
be equal to the amount of such indemnity.

      (c) In connection with the Closing, the General Partners and the Company
are requesting that you make available for funding an amount equal to the
principal amount specified opposite your name in Schedule A. If, for any reason,
on the date scheduled by the General Partners and the Company as the date for
the Closing, (i) the closing conditions are not satisfied by 11:00 a.m. on such
scheduled date, (ii) the General Partners and the Company do not, by 11:00 a.m.
on such scheduled date reschedule such Closing for a subsequent date, and (iii)
the Closing in fact does not occur on such scheduled date, the General Partners
and the Company will protect, indemnify and hold you harmless from and against
any and all losses resulting from your failure or inability to invest on the
scheduled date for the Closing the purchase price of the Initial Notes to be
purchased by you, for the period ending on the next following Business Day at a
rate of interest equal to or greater than the rate of interest on the Initial
Notes.

SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

      All representations and warranties contained in this Agreement or the
other Operative Agreements, or made in writing by or on behalf of either General
Partner, the Company, any Restricted Subsidiary or any of their Affiliates in
connection with the transactions contemplated by this Agreement or the other
Operative Agreements, shall survive the execution and delivery of this Agreement
and the other Operative Agreements, any investigation at any time made by you or
on your behalf, the purchase of the Initial Notes or acceptance of the Notes in
exchange for the Initial Notes by you under this Agreement and any disposition
or payment of the Initial Notes or the Notes. All statements contained in any
certificate or other instrument delivered by or on behalf of the General
Partners, the Company, any Restricted Subsidiary or the general partner of the
Company pursuant to this Agreement and/or the other Operative Agreements or in
connection with any amendment, waiver or modification of this Agreement or any
of the other Operative Agreements shall be deemed representations and warranties
of the Company under this Agreement.

SECTION 18. AMENDMENTS AND WAIVERS.


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      Any term of this Agreement or of the Notes may be amended and the
observance of any term of this Agreement or of the Notes may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Company and the Required Holders, provided
that, without the prior written consent of the holders of all the Notes at the
time outstanding, no such amendment or waiver shall (a) change the maturity or
the principal amount of, or change the rate of interest or the time of payment
of interest on, or change the amount or the time of payment of any principal or
Make Whole Amount, Premium Amount or premium payable on any prepayment of, any
Note, (b), subject to other requirements set forth in the Trust Agreement,
release any Lien against the Mortgaged Property for the benefit of the holders
of the Notes, (c) reduce the aforesaid percentage of the principal amount of the
Notes the holders of which are required to consent to any such amendment or
waiver or change the rights of the holders of a Note with respect thereto, (d)
change the percentage of the principal amount of the Notes the holders of which
may declare the Notes to be due and payable as provided in Section 11 or change
the rights of the holders of a Note with respect thereto, (e) decrease the
percentage of the principal amount of the Notes the holders of which may rescind
and annul any such declaration as provided in Section 11 or (f) modify the
provisions of Section 9.8. Any amendment or waiver effected in accordance with
this Section 18 shall be binding upon each holder of any Note at the time
outstanding, each future holder of any Note, each General Partner and the
Company.

SECTION 19. NOTICES, ETC.

      Except as otherwise provided in this Agreement, notices and other
communications under this Agreement shall be in writing and shall be delivered
by hand, by express courier service or by registered or certified mail, return
receipt requested, postage prepaid, addressed, (a) if to you, at the address set
forth in Sched ule A or at such other address as you shall have furnished to the
Company in writing, except as otherwise provided in Section 15.2 with respect to
payments on Notes held by you or your nominee, or (b) if to any other holder of
any Note, at such address as such other holder shall have furnished to the
Company in writing, or, until any such other holder so furnishes to the Company
an address, then to and at the address of the last holder of such Note who has
furnished an address to the Company, or (c) if to the Company or either General
Partner, at the address set forth at the beginning of this Agreement to the
attention of Senior Vice President and Chief Financial Officer, or at


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such other address, or to the attention of such other officer, as the Company
shall have furnished to you and each such other holder in writing.

SECTION 20. REPRODUCTION OF DOCUMENTS.

      This Agreement, each Operative Agreement and all documents relating
thereto, including, without limitation, (a) consents, waivers and notifications
which may hereafter be executed, (b) documents received by you at the Closing
(except the Notes themselves), and (c) financial statements, certificates and
other information previously or hereafter furnished to you, may be reproduced by
you by any photographic, photo static, microfilm, microcard, miniature
photographic or other similar process and you may destroy any original document
so reproduced. Each General Partner and the Company agrees and stipulates that,
to the extent permitted by applicable law, any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original is in existence and whether or not such
reproduction was made by you in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.

SECTION 21. MISCELLANEOUS.

      This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto,
whether so expressed or not, and, in particular, shall inure to the benefit of
and be enforceable by any holder or holders at the time of the Notes or any part
thereof. Except as stated in Section 17, this Agreement embodies the entire
agreement and understanding among you, the General Partners and the Company and
supersedes all prior agreements and understandings relating to the subject
matter hereof. The headings in this Agreement are for purposes of reference only
and shall not limit or otherwise affect the meaning hereof. This Agreement may
be executed in any number of counterparts, each of which shall be an original,
but all of which together shall constitute one instrument.

SECTION 22. SUBMISSION TO JURISDICTION.

      For the purpose of assuring that any holder of Notes may enforce its
rights under this Agreement, the Initial Notes, the Notes and the other
Operative Agreements, each General Partner and the Company, for itself and its
successors and assigns,


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hereby, to the fullest extent permitted by applicable law, irrevocably (a)
agrees that any legal or equitable action, suit or proceeding brought against it
arising out of or relating to this Agreement, any other Operative Agreement and
the Initial Notes, or any transaction contemplated hereby or the subject matter
of any of the foregoing or for recognition or enforcement of any judgment
rendered in any such action, suit or proceeding may be instituted in any state
or federal court sitting in the Borough of Manhattan in the State of New York,
(b) waives any objection which it may now or hereafter have to the laying of
venue of any such action, suit or proceeding brought in any such court, and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum, or any right to require the proceeding to
be conducted in any other jurisdiction by reason of its present or future
domicile, (c) irrevocably submits itself to the non-exclusive jurisdiction of
any state or federal court of competent jurisdiction sitting in the Borough of
Manhattan in the State of New York for purposes of any such action, suit or
proceeding, and (d) irrevocably waives any immunity from jurisdiction to which
it might otherwise be entitled in any such action, suit or proceeding which may
be instituted in any state or federal court sitting in the Borough of Manhattan
in the State of New York, and irrevocably waives any immunity from, or objection
to, the maintaining of an action against it to enforce any judgment for money
obtained in any such action, suit or proceeding and any immunity from execution.

SECTION 23. WAIVER OF JURY TRIAL.

      EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES THE
RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE INITIAL NOTES, THE NOTES OR
ANY OTHER OPERATIVE AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY
OR THE SUBJECT MATTER OF ANY OF THE FOREGOING.

SECTION 24. GOVERNING LAW.

      THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED IN THE CITY OF NEW YORK,
STATE OF NEW YORK, UNITED STATES OF AMERICA. THIS AGREEMENT AND (UNLESS
OTHERWISE EXPRESSLY


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PROVIDED) ALL AMENDMENTS AND SUPPLEMENTS TO, AND ALL CONSENTS AND WAIVERS
PURSUANT TO, THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

SECTION 25. CONFIDENTIAL INFORMATION.

      For the purposes of this Section 25, "Confidential Information" means
information delivered to you by or on behalf of the Company or any Restricted
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by you as
being confidential information of the Company or such Restricted Subsidiary,
provided that such term does not include information that (a) was publicly known
or otherwise known to you prior to the time of such disclosure, (b) subsequently
becomes publicly known through no act or omission by you or any person acting on
your behalf, (c) otherwise becomes known to you other than through disclosure by
the Company or any Restricted Subsidiary or (d) constitutes financial statements
delivered to you under Section 7 that are otherwise publicly available. You will
maintain the confidentiality of such Confidential Information in accordance with
procedures adopted by you in good faith to protect confidential information of
third parties delivered to you, provided that you may deliver or disclose
Confidential Information to (i) your directors, trustees, officers, employees,
agents, attorneys and affiliates (to the extent such disclosure reasonably
relates to the administration of the investment represented by your Notes), (ii)
your financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 25, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this Section 25), (v) any Person from which you offer to purchase any security
of the Company (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this Section 25),
(vi) any federal or state regulatory authority having jurisdiction over you,
(vii) the National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access to
information about your


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investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any
law, rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to which
you are a party or (z) if an Event of Default has occurred and is continuing, to
the extent you may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under your Notes and this Agreement. Each holder of a Note, by its
acceptance of a Note, will be deemed to have agreed to be bound by and to be
entitled to the benefits of this Section 25 as though it were a party to this
Agreement. On reasonable request by the Company in connection with the delivery
to any holder of a Note of information required to be delivered to such holder
under this Agreement or requested by such holder (other than a holder that is a
party to this Agreement or its nominee), such holder will enter into an
agreement with the Company embodying the provisions of this Section 25.


SECTION 26. LIMITATION OF RECOURSE AGAINST NATIONAL PROPANE SGP.

      Notwithstanding anything to the contrary contained in any of the Operative
Agreements, it is expressly understood and agreed that National Propane SGP is
not and shall not be liable (a) for the payment of any amount due, or the
performance of any obligations of the Company or the Public Partnership or
National Propane Corp. arising, hereunder or under any Security Document or (b)
for monetary damages for the breach of performance by the Company or the Public
Partnership or National Propane Corp. of any of the covenants, obligations or
indemnifications, or for the breach of any warranty or representation, contained
herein or in any of the Security Documents, provided, that the foregoing shall
not under any circumstances limit the ability of any holder of a Note or the
Trustee from naming National Propane SGP a party to, or otherwise joining
National Propane SGP in, any action, suit or proceeding with respect to this
Agreement or any other Operative Agreement or any of the transactions
contemplated hereby or thereby if naming or joining National Propane SGP is
required to bring any action, suit or proceeding against the Company.

SECTION 27. SIDE LETTER.


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