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UGI, ITS AMERIGAS UNIT AND PETROLANE BONDHOLDER COMMITTEE AGREE TO MODIFY DEBT RESTRUCTURING AGREEMENT

 VALLEY FORGE, Pa., March 10 /PRNewswire/ -- UGI Corp. (NYSE: UGI), its wholly owned AmeriGas subsidiary and the Steering Committee for the Unofficial Committee of Bondholders of Petrolane Gas Service Limited Partnership's 13-1/4 percent Senior Subordinated Debentures due 2001 have agreed to modify the terms of their prior arrangement on restructuring the bondholder debt.
 As reported, AmeriGas plans to acquire a significant interest in Petrolane through a prepackaged plan of reorganization under the U.S. Bankruptcy Code. In addition to the bondholder agreement, AmeriGas has a definitive agreement to purchase the equity interests of QFB Partners, Petrolane's owner, and an agreement in principle with QFB's and Petrolane's lenders to restructure approximately $607 million of senior debt.
 Under the modified agreement, rather than initially receiving 11 percent of AmeriGas equity and 70 percent of Petrolane equity as previously reported, the bondholders will exchange their debentures for 90 percent of the common stock of the reorganized Petrolane. AmeriGas will initially hold 10 percent of Petrolane's common stock.
 Within 190 days after the closing of the restructuring, holders of the Petrolane common stock issued to the bondholders will receive up to $51.35 million in cash from AmeriGas, but not less than $47.35 million, in exchange for 20 percent of the outstanding common stock of Petrolane. As a result, the former bondholders will own 70 percent of the reorganized Petrolane and AmeriGas will own the remaining 30 percent.
 Prior to the time the former bondholders have the right to exchange their Petrolane common stock for AmeriGas common stock, they also will be entitled to certain payments equal to the amount of dividends that would have been payable to them if they owned 11 percent of AmeriGas.
 The bondholders will continue to receive warrants to purchase 1,250,000 of UGI's common stock under certain circumstances. Under the modified agreement, the exercise of the UGI warrants would be triggered if Petrolane's indebtedness was reduced to $530 million prior to March 1, 1996. The prior agreement had a $500 million indebtedness trigger.
 After Jan. 1, 1997, the former bondholders will have the right to exchange all or a portion of their Petrolane common stock for shares of AmeriGas common stock. If all of the Petrolane shares are exchanged, the former bondholders will own 26 percent of the shares of AmeriGas which will be outstanding on the date of the restructuring. AmeriGas will have the right from Jan. 1, 1998, to Dec. 31, 2002, to require the exchange.
 Under the modified plan, UGI and AmeriGas agreed with the Bondholder Committee that the exchange rights would become exercisable immediately in the event of a Petrolane bankruptcy.
 The parties believe that the modifications simplify the restructuring while maintaining the possibility of a current cash return and preserving the overall potential value offered to the bondholders.
 UGI, AmeriGas and Petrolane are filing today an amendment to their previously filed registration statement with the Securities and Exchange Commission which reflects the revised bondholder agreement.
 As reported, the Bondholder Steering Committee supports and intends to vote in favor of the proposed Petrolane restructuring. The committee has also reiterated its intention to unanimously recommend the revised restructuring to the bondholders. The revised arrangements with the bondholders will not affect the terms of the restructuring with the senior creditors and the equity holders of QFB.
 Consummation of the restructuring remains subject to a number of significant conditions. They include receipt of required regulatory approvals, satisfaction of conditions relating to the acquisition by AmeriGas of the outstanding interests in QFB, and the approval of Petrolane's restructuring by the required numbers of creditors of QFB and its subsidiaries and the bankruptcy court.
 Petrolane distributes propane gas for domestic residential, commercial and industrial uses. Its retail operations are conducted through 420 company operated sales and service centers serving customers in 42 states.
 UGI is a holding company with two principal operating subsidiaries: UGI Utilities, Inc., a Pennsylvania natural gas and electric utility, and AmeriGas, Inc., the parent of AmeriGas Propane, a distributor of propane in 37 states.
 /delval/
 -0- 3/10/93
 /CONTACT: Vince Testa of UGI, 215-337-1000/
 (UGI)


CO: UGI Corporation; Petrolane; AmeriGas ST: Pennsylvania IN: UTI SU:

MJ-MK -- PH014 -- 8552 03/10/93 11:10 EST
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Date:Mar 10, 1993
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