MASTER LEASE
MASTER LEASE made as of 20th day of August, 2001 between AmeriGas
Propane, L.P., a Delaware limited partnership, having an office at 460 North
Gulph Road, King of Prussia, Pennsylvania 19406 ("Landlord") and Columbia
Propane, L.P., a Delaware limited partnership, having an office at 460 North
Gulph Road, King of Prussia, Pennsylvania 19406 ("Tenant").
W I T N E S S :
WHEREAS, Landlord is the owner of the lands, buildings, propane
storage equipment, personal property related specifically to the propane storage
equipment and tanks and equipment associated with Landlord's Pre-Filled Propane
Exchange (PPX) operations, in each case to the extent located at the locations
specified on Exhibit A attached hereto(collectively, the "Property"); and
WHEREAS, Tenant desires to lease from Landlord, and Landlord desires
to lease to Tenant, the Property.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
1. Demise; Term; Renewal Right. (a) Landlord hereby leases to
Tenant, and Tenant hereby rents from Landlord, the Property. The term of this
Lease (the "Term") shall commence on the date hereof (the "Commencement Date")
and shall expire, unless earlier terminated in accordance with this Lease, on
the last day of the month in which occurs the fifth anniversary of the
Commencement Date. Either Landlord or Tenant may terminate the Term, as to any
or all of the Property, upon not less than 30 days' prior notice to the other.
The Term, as to the applicable Property, shall end on the date specified in such
notice as if that date was the original date specified in this Lease as the
expiration of the Term for such Property.
(b) The Term shall automatically extend for three consecutive
periods of five years each. Each extension period shall commence on the day
immediately following the expiration of the then current Term and expire on the
last day of the 60th month thereafter. Each extension period shall be upon the
same terms and conditions as are set forth in this Lease, except that Tenant
shall have no further right to extend the Term beyond the third extension
period. Tenant shall have the right not to extend the Term of this Lease by
giving Landlord notice of Tenant's desire not to extend the Term not less than
60 days prior to the commencement of the applicable extension period.
2. Use. Tenant may use and occupy the Property for all lawful
purposes. Tenant shall not use or permit any Property to be used in any manner
which would (a) violate any laws, (b) make void or voidable any insurance policy
then in force with respect to such Property, (c) cause physical damage to such
Property, (d) constitute a nuisance, (e) materially impair the appearance,
character or reputation of such Property or (f) materially interfere with
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the proper operation of any of such Property's facilities or systems.
3. Rent. (a) Tenant shall pay to Landlord rent (the "Base Rent")
for each Property in the amounts specified for such Property on Exhibit A
attached hereto, as may be amended by the parties from time to time. Each
monthly installment of the Base Rent shall be paid (i) to Landlord in advance on
the first day of each calendar month during the Term and (ii) at the office of
Landlord or such other place as Landlord may designate. Should the Commencement
Date fall on any day other than the first day of a month, then the Base Rent for
such month shall be pro-rated on a per diem basis, and Tenant shall pay the
amount thereof for such partial month on the Commencement Date. With reasonable
prior notice to Tenant, Landlord shall have the right to require the payment of
Base Rent on an annual, quarterly or other basis with such new payment structure
commencing on the date specified in Landlord's notice.
(b) Tenant shall pay, as additional rent, all costs and expenses
incurred in connection with use, ownership, maintenance, operation or repair of
each Property (including, without limitation, (i) the cost of electric, gas,
water, sewer, heating, air-conditioning and other utility services and (ii) all
real estate taxes, assessments and business improvement charges). Such
additional rent shall be paid, prior to delinquency, to the entities entitled
thereto. Tenant may contest in good faith the amount or validity of any real
estate tax, assessment or business improvement charge; provided, that such
contest (1) shall not subject Landlord to any liability, create any lien against
the applicable Property or pose an imminent threat to title of such Property,
(2) is not prohibited by Landlord's lenders and (3) suspends the collection of
the applicable tax, assessment or charge. All amounts payable by Tenant under
this Lease, other than the Base Rent, shall constitute "Additional Rent."
4. Alterations. (a) Tenant shall not make any alterations,
improvements or installations in or to any Property without the prior approval
of Landlord (which approval shall not be unreasonably withheld or delayed).
Notwithstanding the foregoing, Tenant may make any alterations, improvements or
installations which do not materially and adversely affect the structures of the
applicable Property or any of the facilities or systems thereat.
(b) All fixtures, equipment, partitions, railings and like
improvements or installations attached to any Property shall be the property of
Landlord and shall be surrendered with such Property. All trade fixtures,
moveable office furniture and equipment and other personal property that is the
property of tenant shall remain the property of tenant and may be removed by
Tenant from any Property.
(c) At the expiration or earlier termination of the Term for any
Property, Tenant shall remove all of its property from such Property, and shall
surrender such Property in the condition required to be maintained by Tenant
under this Lease.
(d) Landlord shall have the right to make alterations, improvements
and installations to the Property; provided, that such alterations, improvements
and installations do not materially and adversely affect Tenant's use or
occupancy of the Property.
5. Services; Utilities; Net Lease. Tenant shall obtain all
electric, gas, water,
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sewer, heating and air-conditioning and other services and utilities necessary
for any Property. Tenant's use of electricity shall not exceed the capacity of
any electrical conductors and equipment serving the applicable Property. Except
as specifically set forth in this Lease, this Lease is intended to be, and shall
be construed as, an absolutely net lease, whereby under all circumstances and
conditions, the Base Rent payable to Landlord shall be a completely net return
to Landlord, and Tenant shall pay, and shall indemnify, defend and hold harmless
Landlord from and against any and all claims, losses, damages, expenses, costs
and liabilities which shall arise or be incurred during the Term with respect to
or in connection with any Property. Except as specifically set forth in this
Lease, Landlord shall not be required to provide any service or do any act in
connection with the Property, and the Base Rent shall be paid to Landlord
without any claim on the part of Tenant for reduction or abatement for any
reason whatsoever.
6. Maintenance; Repair. Tenant shall: (a) maintain each Property in
good order and condition, and make all necessary repairs (structural or
non-structural) thereto; (b) not place a load upon any floor of any Property
exceeding the floor load per square foot area which it was designed to carry;
(c) comply with all laws, orders, requirements, rules and regulations of any
federal, state, municipal or local governmental agency, department, commission,
board or officer and with all liens, encumbrances and other title matters
affecting each Property; and (d) comply with all orders, rules, regulations and
requirements of the Board of Fire Underwriters or any successor thereto with
respect to each Property. Tenant may contest in good faith the applicability or
validity of any such law, order, requirement, rule or regulation; provided, that
such contest (i) shall not subject Landlord to any liability and (ii) is not
prohibited by Landlord's lenders. Notwithstanding anything to the contrary
contained herein, Landlord shall have the right to make any and all structural
or non-structural repairs or replacements to the Property that Landlord deems
necessary.
7. Insurance. (a) Tenant shall keep fire and other casualty policy
insuring Tenant's furniture, trade fixtures and other personal property located
at any Property against loss or damage by fire, theft and such other risks as
are insurable under "All Risk" insurance policies, with such limits as Tenant
may deem reasonable. Such policy shall include a provision whereby the insurance
company waives all right of subrogation against Landlord. Tenant shall maintain
commercial general liability insurance covering each Property, with such limits
as Tenant may deem reasonable, naming Landlord as an additional insured, if
Landlord is not otherwise covered by such insurance. Each of the foregoing
policies shall be issued by insurance companies and be in form and substance
reasonably acceptable to Tenant.
(b) Tenant shall reimburse Landlord, within 10 days after the
receipt of Landlord's invoice, the premium paid by Landlord for all risk peril
insurance and other insurance maintained by Landlord for each Property.
8. Indemnity. Tenant shall indemnify and hold harmless Landlord,
any mortgagee, and their respective principals, partners, directors, officers,
agents and employees (collectively, the "Indemnitees") against and from any and
all loss, cost, expense, and claim incurred by any of the Indemnitees, arising
out of (a) any act, omission or negligence of Tenant, its contractors,
licensees, agents, servants, employees, invitees or visitors (excluding any
claims arising solely from any willful misconduct or gross negligence of the
Indemnitees), (b) any accident, injury or damage to any person or property
occurring during the Term in or about any
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Property (excluding any claims arising solely from any willful misconduct or
gross negligence of the Indemnitees) and (c) any breach by Tenant of its
obligations under this Lease.
9. Creation of Liens. Tenant shall not have any power to create or
permit to be created any lien, encumbrance or charge against any Property.
Within 30 days after the notice of the filing of any lien against any Property
arising out of or based upon Tenant's acts or omissions, Tenant shall cause the
same to be discharged of record by payment, bonding or otherwise.
10. Default; Cure Right. (a) If Tenant shall fail to pay the Base
Rent or the Additional Rent on the due date thereof and the same is not cured
within 5 days after notice thereof shall have been given to Tenant; or if Tenant
shall default in performing or observing any of the other provisions of this
Lease and the same is not cured with 30 days after notice thereof shall have
been given to Tenant, or if said default shall be of a type that cannot be
completely cured within said 30-day period (with the exercise of due diligence),
and if Tenant shall not have diligently commenced curing such default within
said 30-day period and thereafter continuously prosecute such curing with due
diligence until completion, then Landlord may, upon 5 days' notice to Tenant,
elect to terminate this Lease as to any or all of the Property.
(b) If Tenant fails to perform any of its obligations under this
Lease (after the applicable grace and notice periods), Landlord may perform such
obligations. All costs and expenses incurred by Landlord in connection with such
performance shall be paid by Tenant upon demand therefor by Landlord.
11. Right of Entry. Landlord may enter each Property at all times
upon reasonable prior notice to Tenant (except in an emergency in which event no
prior notice shall be necessary) to (a) inspect such Property, (b) perform any
work and (c) show such Property to prospective buyers, lenders, lessees and
licensees.
12. Notices. Any and all notices which are or may be required to be
delivered pursuant to this Lease shall be in writing and shall be delivered to
each party hereto at its address as set forth above (addressed to the
Vice-President - Law in the case of notices to Landlord or Vice-President - Law
in the case of notices to Tenant). Notices shall be (a) mailed by registered or
certified mail, postage prepaid, return receipt requested or (b) personally
delivered. Such notices shall be deemed to have been delivered 3 days after the
date of so posting in the United States Post Office or on the date of such
delivery in the case of personal delivery. Either party shall have the right,
upon notice to the other, to designate a different address for the delivery of
all future notices.
13. Acknowledgments. Tenant acknowledges that: (a) Landlord has not
made any representations or warranties to Tenant, either express or implied,
with respect to any Property or the use or proposed use thereof by Tenant
(including, without limitation, any representations or warranties with respect
to environmental matters); (b) Tenant is fully aware of the condition of each
Property and shall take the same "as is" as of the Commencement Date; (c) all
understandings and agreements heretofore had between the parties hereto with
respect to the subject matter of this Lease are merged in this Lease and (d)
this Lease is entered into after appropriate investigation, neither party
relying upon any statement, representation or warranty
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not embodied herein.
14. Assignment; Subletting. This Lease shall not be assigned
(directly or indirectly), and no Property shall be sublet, by Tenant without
Landlord's prior consent. Any transfer of any equity interest of Tenant shall be
deemed an assignment of this Lease.
15. Limited Recourse. As used in this Lease, the term "Landlord"
means only the owner, or the mortgagee in possession, for the time being of the
applicable Property, so that in the event of any transfer of title to such
Property, upon notification to Tenant of such transfer the said transferor
Landlord shall be freed and relieved of all future covenants, obligations and
liabilities of Landlord under this Lease with respect to such Property. Neither
Landlord nor any partners, shareholders, officers, members or principals of
Landlord shall have any personal liability under this Lease. Tenant shall look
solely to Landlord's or any successor's or assignee's estate and property in the
applicable Property for the satisfaction of Tenant's remedies requiring the
payment of money or otherwise by Landlord in the event of a breach or default by
Landlord under this Lease.
16. Damage; Destruction. (a) If any Property, or any part thereof,
is damaged by fire or other casualty, Landlord may, within 30 days after such
fire or other casualty, elect to terminate this Lease as to such Property (which
termination shall be effective on the date specified in such notice, but in no
event less than 30 days or more than 60 days after such notice). If Landlord
shall not so elect to terminate this Lease, Landlord shall diligently proceed
with the repair and restoration of such Property (but shall only be obligated to
expend up to the amount of net casualty insurance proceeds made available to
Landlord for such repair and restoration). To the extent that the same is
untenantable, the Base Rent with respect to the applicable Property shall be
equitably abated after a fire or other casualty to such Property.
(b) If any part of any Property shall be taken by condemnation, this
Lease, as to such part, shall terminate on the date of the vesting of title in
such condemnation, and the Base Rent and the Additional Rent shall be thereafter
appropriately adjusted. All condemnation proceeds shall be the property of
Landlord.
17. Subordination. (a) This Lease is and shall be subject and
subordinate to all ground or underlying leases which may now or hereafter affect
any Property, to all mortgages which may now or hereafter affect such leases or
such Property and to the Liens created by the Security Documents and to all
renewals, refinancings, modifications, replacements and extensions thereof
(hereinafter called "Superior Instruments"). The terms "Liens" and "Security
Documents" shall have the same meanings provided for in the General Security
Agreement by and among AmeriGas Propane, L.P., as Assignor, and Bank of America
National Trust and Savings Association, as Collateral Agent, and Mellon Bank,
N.A., as Cash Collateral Sub-Agent, dated as of April 19, 1995. The provisions
of this Section 17(a) shall be self-operative and no further instrument of
subordination shall be required. In confirmation of such subordination, Tenant
shall promptly execute and deliver any instrument, in recordable form if
required that Landlord or the holder of any Superior Instrument may reasonably
request to evidence such subordination.
(b) In the event of a termination of any ground or underlying lease,
or if the
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interests of Landlord under this Lease or to any Property are transferred by
reason of, or assigned in lieu of, foreclosure or other proceedings for
enforcement of any mortgage, then Tenant shall, at the option of the holder of
any such Superior Instrument, attorn to it and perform for its benefit all the
terms, covenants and conditions of this Lease on Tenant's part to be performed
with the same force and effect as if it were the landlord originally named in
this Lease with respect to the applicable Property. The foregoing shall inure to
the benefit of such holder of a Superior Instrument, shall be self-operative
upon the exercise of such option, and no further instrument shall be required to
give effect to such option and to said provisions. Tenant, however, upon
reasonable demand of any such holder of a Superior Instrument, shall promptly
execute and deliver instruments in confirmation of the foregoing provisions of
this Section 17(b).
(c) Notwithstanding anything contained in the Lease to the contrary,
under no circumstances shall any such holder of a Superior Instrument, whether
or not it shall have succeeded to the interests of the Landlord under this
Lease, be (i) liable for any act, omission or default of any prior landlord,
(ii) subject to any offsets, claims or defenses which Tenant might have against
any prior landlord, (iii) bound by any Base Rent or Additional Rent which Tenant
might have paid to any prior landlord for more than one month in advance or (iv)
bound by any modification of this Master Lease, or any cancellation or surrender
of the same, made without its prior written approval.
18. Ouiet Enjoyment. Landlord agrees that, subject to this Lease,
if, and so long as, Tenant performs each provision herein contained on the part
of Tenant to be performed, then Tenant's rights under this Lease shall not be
cut off or ended before the expiration of the Term, subject however, to the
provisions of this Lease (including without limitation, the provisions of
Section 17 hereof).
19. Addition or Removal of Property. Landlord and Tenant may, from
time to time, amend this Lease to add property to be demised under this Lease or
remove Property already demised under this Lease.
20. Estoppel Certificate; Miscellaneous. (a) Either party hereto
shall, promptly after request by the other party hereto, execute, acknowledge
and deliver to the requesting party a statement certifying as to any matter in
connection with this Lease reasonably requested by the requesting party.
(b) The parties hereto warrant and represent to each other that no
broker was instrumental in consummating this Lease and that the representing
party had no conversations or negotiations with any broker concerning the
leasing of the Property to Tenant.
(c) This Lease may not be modified except by an instrument in
writing signed by each of the parties hereto.
(d) This Lease shall be binding upon and inure to the benefit of the
parties hereto, and their respective permitted successors and assigns.
(e) If any provision of this Lease shall be invalid or
unenforceable, the remaining provisions of this Lease shall not be affected
thereby, each and every provision of this Lease shall be enforceable to the full
extent permitted by law.
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(f) The failure of either party hereto to seek redress for a
violation of, or to insist upon the strict performance of, any provision of this
Lease shall not prevent redress for violations of, or insistence upon strict
performance of, a subsequent act.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as
of the day and year first above written.
AmeriGas Propane, L.P.
By: AmeriGas Propane, Inc.,
its general partner
By:/s/ Robert H. Knauss
---------------------------------
Name: Robert H. Knauss
Title: Vice President--Law
Columbia Propane, L.P.
By: CP Holdings, Inc.
By:/s/ Robert H. Knauss
---------------------------------
Name: Robert H. Knauss
Title: Vice President -- Law
-8-
Exhibit A
The Property
Address Annual Base Rent
Exhibit A - Master Lease
CLOSING
<Table>
<Caption>
AmeriGas Propane, L.P., and Subsidiaries
- ------------------------------------------------------------------------------------------------------------------------------------
Values as of 12-31-2000 12/31/2000
----------------------------------------------------------------- ----------
NBV Gross Value (Accum Depr Net Book Value Total NBV Annual Rental*
Dist# Name State Land & Bldgs Storage Tanks Storage Tanks) Storage Tanks Properties at 10%
- ----- ---- ----- ------------ ------------- -------------- -------------- ---------- --------------
0130 San Jose, CA CA 509,878.00 211,521 (111,522) 99,999 609,877 60,988
0135 Concord, CA (Scratch Start) CA 20,630.00 -- -- -- 20,630 2,063
0210 Santa Cruz, CA CA 564,663.00 96,343 (52,822) 43,521 608,184 60,818
0260 Sacramento, CA CA 84,100.00 228,867 (60,303) 168,565 252,665 25,266
0261 Modesto, CA CA -- 98,069 (37,497) 60,572 60,572 6,057
0560 Montrose, CO CO 12,643.00 100,072 (50,590) 49,482 62,125 6,213
0570 Gunnison, CO Scratch of 0560 CO 12,994.00 28,568 (12,617) 15,951 28,945 2,894
0613 Grand Junction, CO CO 15,994.00 51,135 (27,513) 23,622 39,616 3,962
1020 Albuquerque, NM NM 115,591.00 190,185 (84,942) 105,243 220,834 22,083
1040 Jackson, CA CA 202,779.00 193,200 (57,808) 135,392 338,171 33,817
1156 Angels Camp, CA CA -- -- -- -- -- --
1170 Craig, CO CO 42,668.00 62,902 (30,579) 32,323 74,991 7,499
1190 Alamosa, CO CO 43,601.00 150,592 (79,678) 70,914 114,515 11,452
1201 Kendallville, IN IN 233,990.00 83,878 (35,538) 48,339 282,329 28,233
1245 Cadillac, MI New Bus 2-97 MI 87,887.00 84,346 (10,816) 73,529 161,416 16,142
1250 Alma, MI MI 85,600.00 84,747 (43,456) 41,290 126,890 12,689
1260 Capac, MI MI 204,731.00 121,358 (50,752) 70,606 275,337 27,534
1280 Parma, MI MI 27,358.00 116,289 (52,897) 63,392 90,750 9,075
1420 Dyersburg, TN TN 10,363.00 51,196 (29,231) 21,965 32,328 3,233
1510 Plant City, FL FL 97,077.00 64,545 (34,687) 29,858 126,935 12,694
1550 Waterloo, IL IL 58,912.00 18,854 (1,530) 17,324 76,236 7,624
1590 Collinsville, IL IL 25,819.00 94,087 (39,809) 54,278 80,097 8,010
1720 Jacksonville, FL FL 44,876.00 153,440 (83,542) 69,898 114,774 11,477
1723 Fernandina Beach, FL FL -- -- -- -- -- --
1850 Green Bay, WI New Bus 2-97 WI 3,334.00 54,317 (8,188) 46,128 49,462 4,946
2050 Greene County, MO MO 136,075.00 159,584 (79,885) 79,699 215,774 21,577
2240 Robertsdale, AL AL 46,203.00 63,776 (41,303) 22,473 68,676 6,868
2250 Mobile, AL AL 149,657.00 54,992 (24,399) 30,592 180,249 18,025
3900 Rogers, MN New Business 4-96 MN 45,345.00 89,348 (33,216) 56,132 101,477 10,148
3901 Brainerd, MN (Scratch Start) MN 239,898.00 91,935 (5,797) 86,137 326,035 32,604
4000 Lansing, MI Amg Host MI 122,250.00 172,006 (86,673) 85,333 207,583 20,758
4444 Fullon, KY KY 104,782.00 116,154 (66,219) 49,935 154,717 15,472
5024 Coldwater, MI MI 86,056.00 44,800 (18,024) 26,776 112,832 11,283
</Table>
Page 1 of 5
* For all properties the tenant shall pay rent and all other amounts due under
such lease.
Exhibit A - Master Lease
CLOSING
<Table>
<Caption>
AmeriGas Propane, L.P., and Subsidiaries
- ------------------------------------------------------------------------------------------------------------------------------------
Values as of 12-31-2000 12/31/2000
----------------------------------------------------------------- ----------
NBV Gross Value (Accum Depr Net Book Value Total NBV Annual Rental*
Dist# Name State Land & Blds Storage Tanks Storage Tanks) Storage Tanks Properties at 10%
- ----- ---- ----- ----------- ------------- -------------- -------------- ---------- --------------
5025 Three Rivers, MI MI 108,279.00 76,707 (28,106) 48,601 156,880 15,688
5033 Flint Hill, MO MO 437,229.00 83,123 (20,679) 62,444 499,673 49,967
5048 Boone County, AR Pet Host AR -- 137,868 (56,431) 81,437 81,437 8,144
5055 Tavernier, FL Srtch Plt 5588 FL 51,204.00 71,563 (23,503) 48,060 99,264 9,926
5105 Vineyard Haven, MA Multi W-5559 MA 2,011.00 30,027 (13,544) 16,483 18,494 1,849
5115 Pensacola, FL FL 385,969.00 126,931 (43,481) 83,450 469,419 46,942
5119 North Little Rock, AR AR 335.00 54,118 (20,404) 33,714 34,049 3,405
5124 Inverness, FL FL 128,435.00 81,187 (29,926) 51,261 179,696 17,970
5131 Melter, GA GA 108,217.00 64,906 (23,563) 41,343 149,560 14,956
5162 Hanford, CA CA 453,451.00 177,393 (70,430) 106,963 560,414 56,041
5226 Taos, NM Multi with 1020 NM 109,449.00 105,427 (9,585) 95,842 205,291 20,529
5240 Gallup, NM Multi with 5539 NM 13,869.00 57,630 (21,560) 36,070 49,939 4,994
5247 Ordordville, WI WI 16,310.00 65,899 (26,172) 39,727 56,037 5,604
5248 Belding, MI MI 149,290.00 21,752 (7,941) 13,811 163,101 16,310
5249 Lake Odessa, MI MI 71,841.00 28,215 (10,337) 17,878 89,719 8,972
5254 Hartford, MI MI 239,262.00 103,560 (32,091) 71,469 310,731 31,073
5256 Harrison, MI MI 148,867.00 69,292 (27,788) 41,504 190,371 19,037
5260 Holland, MI MI 8,368.00 60,529 (23,941) 36,587 44,955 4,496
5261 Atlanta, MI MI 80,743.00 75,856 (24,414) 51,442 132,185 13,218
5262 Alpena, MI MI 35,857.00 75,971 (23,644) 52,327 88,184 8,818
5264 Franksville, WI WI 416,646.00 98,917 (42,025) 56,892 473,538 47,354
5273 Salem, IL IL 72,999.00 101,093 (30,168) 70,925 143,924 14,392
5275 Noble, IL IL 89,921.00 64,679 (24,484) 40,195 130,116 13,012
5277 Eldorado, IL IL 20,054.00 197,385 (45,097) 152,288 172,342 17,234
5286 Gagetown, MI MI 38,994.00 71,822 (18,813) 53,009 92,003 9,200
5295 Sterling Heights, MI MI 103,348.00 47,802 (17,331) 30,471 133,819 13,382
5299 Waterford, MI MI 349,664.00 93,248 (33,899) 59,350 409,014 40,901
5301 Mountain Home, AR AR 72,774.00 117,724 (48,043) 69,681 142,455 14,245
(incl prop 202)
5303 Salem, AR AR 41,298.00 42,095 (14,836) 27,259 68,557 6,856
5311 Bossier City, LA LA 6,447.00 64,514 (23,034) 41,480 47,927 4,793
5320 Saginaw, MI MI 27,116.00 44,561 (17,355) 27,206 54,322 5,432
5321 Topsfield, MA MA 311,731.00 49,385 (22,273) 27,112 338,843 33,884
5332 Westfield, MA MA 281,239.00 42,110 (19,810) 22,300 303,539 30,354
</Table>
Page 2 of 5
* For all properties the tenant shall pay rent and all other amounts due under
such lease.
Exhibit A - Master Lease
CLOSING
AmeriGas Propane, L.P., and Subsidiaries
Values as of 12-31-2000
<Table>
<Caption>
12/31/2000
NBV Gross Value (Accum Depr Net Book Value Total NBV Annual Rental*
Dist# Name State Land & Bldgs Storage Tanks Storage Tanks) Storage Tanks Properties at 10%
- ----- --------------------- ----- ------------ ------------- -------------- -------------- ---------- --------------
5336 Brooksville, FL FL 119,882.00 41,785 (14,606) 27,179 147,061 14,706
5338 Wayland, MI MI 44,364.00 62,409 (21,521) 40,888 85,252 8,525
5341 Grand Rapids, MI MI 118,828.00 36,374 (14,400) 21,974 140,802 14,080
5346 Allenton, WI WI 57,312.00 37,583 (1,453) 36,130 93,442 9,344
5347 Baraboo, WI WI 70,201.00 48,114 (19,301) 28,813 99,014 9,901
5350 Iola, WI-Reopened-
was bl w-5480 WI -- -- -- -- -- --
5360 Mio, MI MI 30,239.00 36,039 (8,178) 27,861 58,100 5,810
5363 Dodgeville, WI-
Reopen BL 5365 WI 51,371.00 22,902 (8,794) 14,108 65,479 6,548
5365 Madison, WI WI 138,023.00 49,745 (20,510) 29,235 167,258 16,726
5374 Kalamazoo, MI MI 115,209.00 54,788 (20,105) 34,683 149,892 14,989
5393 South Bend, IN IN 287,277.00 253,800 (109,374) 144,426 431,703 43,170
5420 Burton, MI MI 199,564.00 22,892 (8,786) 14,106 213,670 21,367
5433 Davenport, IA IA 154,701.00 66,819.00 (24,267) 42,552 197,253 19,725
5463 Villa Ridge, MO MO 187,606.00 136,368 (49,317) 87,052 274,658 27,466
5471 Eagle River, WI WI 46,751.00 51,464 (21,785) 29,679 76,430 7,643
5480 Wisconsin Rapids, WI WI 34,148.00 62,284 (24,099) 38,185 72,333 7,233
5484 Goshen, IN IN 276,907.00 127,138 (50,821) 76,317 353,224 35,322
5490 Rock Falls, IL IL 91,092.00 57,775 (20,754) 37,021 128,113 12,811
5498 Howell, MI MI 120,354.00 53,323 (16,884) 36,439 156,793 15,679
5510 Danville, IL IL 63,810.00 82,076 (30,586) 51,490 115,300 11,530
5517 Hale, MI MI 38,282.00 33,462 (11,661) 21,801 60,083 6,008
5542 Waterman, IL IL 188,484.00 62,821 (24,777) 38,044 226,528 22,653
5550 Milwaukee, WI WI 535,757.00 66,400 (20,212) 46,188 581,945 58,194
5552 Beaver Dam, WI WI 168,325.00 148,409 (61,389) 87,020 255,345 25,534
5558 Middleboro, MA MA 335,981.00 119,047 (48,525) 70,522 406,503 40,650
5559 Hyannis, MA MA 1,035,363.00 93,939 (36,903) 57,036 1,092,399 109,240
5560 Londonderry, NH NH 562,944.00 76,635 (29,777) 46,858 609,802 60,980
5566 Cobleskill, NY NY 53,434.00 66,127 (21,278) 44,848 98,282 9,828
5570 Seranac Lake, NY NY 114,727.00 30,980 (11,889) 19,091 133,818 13,382
5572 Ticonderoga, NY NY 3,726.00 22,012 (8,134) 13,878 17,604 1,760
5574 Barre, VT VT 302,208.00 37,272 (13,740) 23,532 325,740 32,574
5576 Gonic, NH NH 204,919.00 83,197 (32,612) 50,585 255,504 25,550
5577 Lancaster, NH NH 180,886.00 116,314 (41,156) 75,158 256,044 25,604
</Table>
Page 3 of 5
* For all properties the tenant shall pay rent and all other amounts due under
such lease.
EXHIBIT A - MASTER LEASE
CLOSING
<Table>
<Caption>
AMERIGAS PROPANE, L.P., AND SUBSIDIARIES
-----------------------------------------------------------------------------
VALUES AS OF 12-31-2000 12/31/2000
----------------------------------------------------------------- ----------
NBV GROSS VALUE (ACCUM DEPR NET BOOK VALUE TOTAL NBV ANNUAL RENTAL*
DIST# NAME STATE LAND & BLDGS STORAGE TANKS STORAGE TANKS) STORAGE TANKS PROPERTIES AT 10%
- ----- ---- ----- ------------ ------------- ------------- -------------- ---------- --------------
5585 Plattsburgh, NY NY 86,722.00 43,265 (15,704) 27,561 114,283 11,428
5586 Rutland, VT VT 37,410.00 41,078 (13,760) 27,318 64,728 6,473
5593 Morrisville, VT VT 176,442.00 73,757 (30,127) 43,630 220,072 22,007
5594 Newport, VT VT 118,320.00 25,287 (9,617) 15,670 133,990 13,399
5595 North Conway, NH NH -- 5,580 (4,139) 1,441 1,441 144
5596 Catskill, NY NY 97,091.00 22,582 (8,557) 14,026 111,117 11,112
5600 Claremont, NH NH 119,032.00 106,395 (36,895) 69,500 188,532 18,853
5602 Waitsfield, VT VT 163,389.00 22,402 (8,423) 13,979 177,368 17,737
5604 St. Johnsville, NY NY 175,772.00 28,860 (9,977) 18,883 194,655 19,465
5611 South Burlington, VT VT 221,820.00 76,735 (25,616) 51,119 272,939 27,294
5657 Dove Creek, Co CO 131,453.00 25,622 (10,811) 14,811 146,264 14,626
5671 Ludington, MI MI 95,576.00 70,434 (35,855) 34,579 130,155 13,016
5679 Traverse City, MI MI 29,982.00 35,282 (15,874) 19,408 49,390 4,939
5711 Waycross, GA GA 24,347.00 47,985 (19,204) 28,781 53,128 5,313
5753 Shokan, NY Scratch Start NY -- 37,581 (3,986) 33,595 33,595 3,360
5997 Laconia, NH NH 5,663.00 23,882 (9,414) 14,468 20,131 2,013
7245 Wewahitchka, FL FL 11,908.00 61,474 (23,691) 37,783 49,691 4,969
7260 Blountstown, FL FL 47,492.00 41,547 (34,936) 6,611 54,103 5,410
7265 Panama City, FL FL 53,561.00 16,250 (8,185) 8,065 61,626 6,163
7270 Defuniak City, FL FL 148,460.00 128,172 (55,367) 72,805 221,265 22,127
7273 Marianna, FL FL 185,684.00 43,864 (16,149) 27,715 213,399 21,340
7275 Chipley, FL FL 77,418.00 62,554 (37,038) 25,516 102,934 10,293
7285 Ocala, FL FL 429,416.00 107,230 (52,687) 54,543 483,959 48,396
7290 Citra, FL FL 49,844.00 15,661 (8,353) 7,308 57,152 5,715
7320 Land-O-Lakes, FL Scratch Start FL 224,171.00 27,338 (6,756) 20,582 244,753 24,475
7325 Leesburg, FL Scratch Start FL 96,409.00 20,628 (9,284) 11,344 107,753 10,775
7560 Lyndonville, VT VT 65,936.00 20,694 (9,099) 11,595 77,531 7,753
7569 Sheldon, VT VT 21,579.00 50,078 (5,703) 44,374 65,953 6,595
9333 Alder Creek, NY-NB Multi9348 NY 1,005.00 59,420 (19,807) 39,613 40,618 4,062
9335 Schuylerville, NY NY 85,580.00 13,072 (8,265) 4,806 90,386 9,039
9350 Sidney, NY NY 44,588.00 23,626 (17,750) 5,876 50,464 5,046
9780 Malone, FL FL 2,322.00 12,092 (9,075) 3,017 5,339 534
9805 St. Augustine, FL Scratch Start FL 758.00 -- -- -- 758 76
</Table>
Page 4 of 5
* For all properties the tenant shall pay rent and all other amounts due under
such lease.
Exhibit A - Master Lease
CLOSING
<Table>
<Caption>
AmeriGas Propane, L.P., and Subsidiaries
Values as of 12-31-2000 12/31/2000
NBV Gross Value (Accum Depr Net Book Value Total NBV Annual Rental*
Dist# Name State Land & Bldgs Storage Tanks Storage Tanks) Storage Tanks Properties at 10%
Grand Total 16,778,796 9,385,119 (3,674,244) 5,710,876 22,489,672 2,248,961
Others:
</Table>
Page 5 of 5
* For all properties the tenant shall pay rent and all other amounts due under
such lease.