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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
________________________
DATE OF THE EARLIEST EVENT REPORTED: NOVEMBER 5, 1996
NATIONAL PROPANE PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-11867 42-1453040
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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SUITE 1700, IES TOWER, 200 1ST STREET, S.E.
CEDAR RAPIDS, IOWA 52401-1409
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(319) 365-1550
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
Filed herewith are certain agreements and documents entered into by or
otherwise relating to the Registrant and its subsidiaries.
(c) Exhibits
10.1 Consent, waiver and amendment dated November 5, 1996 with respect
to (1) the Credit Agreement dated as of June 26, 1996 among National
Propane, L.P., The First National Bank of Boston, as administrative
agent and a lender, Bank of America NT & SA, as a lender, and BA
Securities, Inc., as syndication agent and (2) the Note Purchase
Agreement, dated as of June 26, 1996, among National Propane, L.P.
and each of the Purchasers listed in Schedule A thereto relating to
$125 million aggregate principal amount of 8.54% First Mortgage
Notes due June 30, 2010.
10.2 Second consent, waiver and amendment dated January 14, 1997 with
respect to (1) the Credit Agreement dated as of June 26, 1996 among
National Propane, L.P., The First National Bank of Boston, as
administrative agent and a lender, Bank of America NT & SA, as a
lender, and BA Securities, Inc., as syndication agent and (2) the
Note Purchase Agreement, dated as of June 26, 1996, among National
Propane, L.P. and each of the Purchasers listed in Schedule A
thereto relating to $125 million aggregate principal amount of 8.54%
First Mortgage Notes due June 30, 2010.
10.3 First Amendment dated as of March 27, 1997 to the Credit Agreement
dated as of June 26, 1996 among National Propane, L.P., The First
National Bank of Boston, as administrative agent and a lender, Bank
of America NT & SA, as a lender, and BA Securities, Inc. as
syndication agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL PROPANE PARTNERS, L.P.
By: NATIONAL PROPANE CORPORATION,
AS MANAGING GENERAL PARTNER
By: /s/ Ronald R. Rominiecki
__________________________________
Name: Ronald R. Rominiecki
Title: Senior Vice President and
Chief Financial Officer
Date: March 28, 1997
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
___________ _______________________________________________________________________________________________ _______
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10.1 Consent, waiver and amendment dated November 5, 1996 with respect to (1) the Credit Agreement
dated as of June 26, 1996 among National Propane, L.P., The First National Bank of Boston, as
administrative agent and a lender, Bank of America NT & SA, as a lender, and BA Securities,
Inc., as syndication agent and (2) the Note Purchase Agreement, dated as of June 26, 1996, among
National Propane, L.P. and each of the Purchasers listed in Schedule A thereto relating to $125
million aggregate principal amount of 8.54% First Mortgage Notes due June 30, 2010.
10.2 Second consent, waiver and amendment dated January 14, 1997 with respect to (1) the Credit
Agreement dated as of June 26, 1996 among National Propane, L.P., The First National Bank of
Boston, as administrative agent and a lender, Bank of America NT & SA, as a lender, and BA
Securities, Inc., as syndication agent and (2) the Note Purchase Agreement, dated as of June 26,
1996, among National Propane, L.P. and each of the Purchasers listed in Schedule A thereto
relating to $125 million aggregate principal amount of 8.54% First Mortgage Notes due June 30,
2010.
10.3 First Amendment dated as of March 27, 1997 to the Credit Agreement dated as of June 26, 1996
among National Propane, L.P., The First National Bank of Boston, as administrative agent and a
lender, Bank of America NT & SA, as a lender, and BA Securities, Inc. as syndication agent.
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EXHIBIT 10.1
CONSENT, WAIVER AND AMENDMENT
November 5, 1996
NATIONAL PROPANE, L.P.
Suite 1700
IES Tower
200 First Street
Cedar Rapids, Iowa 52401
Ladies and Gentlemen:
Reference is hereby made to (i) the Credit Agreement dated as of June
26, 1996 by and among National Propane, L.P. (the "Company"), The First National
Bank of Boston, as Administrative Agent and a Lender (the "Administrative
Agent"), Bank of America NT & SA, as a Lender, and BA Securities, Inc., as
Syndication Agent (the "Credit Agreement"); (ii) the several Note Agreements
dated as of June 26, 1996 among the Company, National Propane Corporation,
National Propane SGP, Inc. and the investors name therein (the "Note Holders")
(the "Note Agreements"); (iii) that certain Letter dated as of July 2, 1996 of
the Company, accepted and agreed to by the Administrative Agent and incorporated
in the Note Agreements as Exhibit R thereto (the "Side Letter"); (iv) the
Intercreditor and Trust Agreement dated as of June 26, 1996 among the Company,
National Propane Partners, L.P., National Propane Corporation, The Bank of New
York, as Trustee (the "Trustee"), the Note Holders, the Banks party thereto and
certain other parties party thereto from time to time (the "Trust Agreement");
and (v) the Pledge and Security Agreement dated as of June 26, 1996 among the
Company, National Propane Corporation, the Trustee, and other parties party
thereto from time to time (the "Security Agreement"). All capitalized terms not
defined herein shall have the meanings assigned to them in the Credit Agreement
and the Note Agreements.
Paragraph (v) of the Side Letter required the Company, within ninety
(90) days from the date of the Closing, to (A) use reasonable efforts to provide
or cause to be provided to the Lenders and Note Holders legal descriptions for
all leased properties (those leasehold properties for which legal descriptions
have been obtained, the "Included Properties") and (B) provide or cause to be
provided to the Lenders legal descriptions for certain Required Properties (as
defined therein), excluding the Required Properties listed in the proviso
thereto (together with all other leased real
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properties that are not Required Properties or Included Properties, the
"Excluded Properties").
The obligations of the Company in paragraph (v) of the Side Letter
reflects the fact that Uniform Commercial Code and other filings with respect to
fixtures (the "Fixture Filings") located at the leased real property of the
Company could not be made until legal descriptions for such properties, which
had not been obtained as of the Closing Date, were obtained. In addition,
Paragraph (v) of the Side Letter reflects the intention of the Note Holders and
the Lenders to relieve the Company from the obligation to make Fixture Filings
and perfect a security interest in fixtures located at Excluded Properties for
which legal descriptions were not obtained despite the use by the Company of its
reasonable efforts to obtain the same.
Notwithstanding the Side Letter, the Credit Agreement, the Note
Agreements and the Security Agreement contain provisions requiring the Company
to have made all the Fixture Filings (including, without limitation, with
respect to fixtures located at the Excluded Properties) on or prior to the
Closing Date in order to create a valid and duly perfected security interest in
favor of the Trustee in all such Collateral.
In addition, notwithstanding the Side Letter, Section 4.14 of the
Security Agreement requires the Company, within 120 days after the Closing Date,
to deliver to the Trustee a certificate executed by a financial officer of the
Company setting forth, with respect to each filing, recording or registration
contemplated by Section 4.01 thereof (including, without limitation, Fixture
Filings with respect to the Included Properties, the Required Properties and the
Excluded Properties), the filing office date and file number thereof and
attaching true, correct and complete acknowledgment copies of each such filing,
recording or registration (the "Filing Certificate").
Accordingly, for good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, each of the undersigned Note Holders,
constituting collectively the Required Holders, each of the undersigned Lenders,
constituting collectively the Required Lenders (and together with the Required
Holders, constituting collectively the Requisite Percentage (as defined in the
Trust Agreement)), and the Trustee, hereby agree, consent, waive and amend all
provisions of the Credit Agreement, the Note Agreements, the Security Agreement
and each other Operative Agreement to give effect to the following:
1. The Company shall not be required to make Fixture Filings with
respect to the Excluded Properties for which legal descriptions
have not been obtained as of the date hereof; and
2. The Company shall have (x) 60 days from the date hereof to make
Fixture Filings with respect to the Included Properties and
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the Required Properties (other than the Excluded Properties)
and (y) 120 days from the date hereof to deliver the Filing
Certificate.
In addition, the undersigned Note Holders, Lenders and Trustee hereby
waive any Default, Potential Event of Default or Event of Default resulting from
the failure of the Company to take the actions referred to in the foregoing
paragraph on or prior to the dates required therefor in the Credit Agreement,
the Note Agreements and the Security Agreement, provided, that the Company files
the Fixture Filings with respect to the Included Property and the other Required
Properties (other than the Excluded Properties) within 60 days from the date
hereof and delivers the Filing Certificate to the Trustee within 120 days from
the date hereof.
Each of the Note Holders represents and warrants to the Company that
it is the registered owner of the principal amount of Notes set forth below its
name on the signature pages hereto. Each of the Lenders represents and warrants
to the Company that it is the holder of the aggregate principal amount of
outstanding Loans, aggregate amount of letter of credit exposure and aggregate
amount of unused Commitments set forth below its name on the signature pages
hereto.
This Consent, Waiver and Amendment shall become effective as of the
date first above written when the Company shall have received counterparts of
this Consent, Waiver and Amendment that, when taken together, bear the
signatures of the Company, the Required Holders, the Required Lenders, the
Requisite Percentage and the Trustee.
This Consent, Waiver and Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
This Consent, Waiver and Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute the same instrument.
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If you are in agreement with the foregoing, please sign the form of
acceptance in the space provided below.
Very truly yours,
REQUIRED LENDERS:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Michael P. Hannon
_________________________________
Name: Michael P. Hannon
Title: Director
Principal Amount of outstanding
Loans: $1,049,090.90
Aggregate amount of Letter of Credit
Exposure: 0
Aggregate amount of Unused
Commitments: $18,950,909.10
BANK OF AMERICA NT & SA
By:
_________________________________
Name:
Title:
Principal Amount of outstanding
Loans:
Aggregate amount of Letter of Credit
Exposure:
Aggregate amount of Unused
Commitments:
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If you are in agreement with the foregoing, please sign the form of
acceptance in the space provided below.
Very truly yours,
REQUIRED LENDERS:
THE FIRST NATIONAL BANK OF BOSTON
By:
_________________________________
Name:
Title:
Principal Amount of outstanding
Loans:
Aggregate amount of Letter of Credit
Exposure:
Aggregate amount of Unused
Commitments:
BANK OF AMERICA NT & SA
By: /s/ David E. Sisler
_________________________________
Name: David E. Sisler
Title: Vice President
Principal Amount of outstanding
Loans: $1,049,090.90
Aggregate amount of Letter of Credit
Exposure: 0
Aggregate amount of Unused
Commitments: $18,950,909.10
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ Walter M. Roth
_________________________________
Name: Walter M. Roth
Title: Vice President
Principal Amount of outstanding
Loans: $786,818.20
Aggregate amount of Letter of Credit
Exposure: 0
Aggregate amount of Unused
Commitments: $14,213,181.80
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REQUIRED HOLDERS:
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: CIGNA INVESTMENTS, INC.
By: /s/ James G. Schelling
________________________________
Name: James G. Schelling
Title: Managing Director
Principal Amount of Notes: $15,000,000
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY, on behalf
of its Separate Account 66
By: CIGNA INVESTMENTS, INC.
By: /s/ James G. Schelling
________________________________
Name: James G. Schelling
Title: Managing Director
Principal Amount of Notes: $3,000,000
LIFE INSURANCE COMPANY OF
NORTH AMERICA
By: CIGNA INVESTMENTS, INC.
By: /s/ James G. Schelling
________________________________
Name: James G. Schelling
Title: Managing Director
Principal Amount of Notes: $3,000,000
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TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ John Litchfield
________________________________
Name: John Litchfield
Title: Director--Private Placements
Principal Amount of Notes: $21,000,000
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THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Richard A. Strait
________________________________
Name: Richard A. Strait
Title: Vice President
Principal Amount of Notes: $23,000,000
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MIDWESTERN UNITED LIFE INSURANCE
COMPANY
Principal Amount of Notes: $2,000,000
PEERLESS INSURANCE COMPANY
Principal Amount of Notes: $2,000,000
SECURITY LIFE OF DENVER INSURANCE
COMPANY
Principal Amount of Notes: $4,000,000
By: ING Investment Management, Inc.,
its Agent
By: /s/ Fred C. Smith
___________________________________
Fred C. Smith
Senior Vice President & Managing Director
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GENERAL AMERICAN LIFE INSURANCE
COMPANY
By: Conning Asset Management Company
By: /s/ Douglas R. Koester
________________________________
Name: Douglas R. Koester
Title: Senior Vice President
Principal Amount of Notes: $5,000,000
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JEFFERSON-PILOT LIFE INSURANCE
COMPANY
By: /s/ Janich E. McDonald
________________________________
Name:
Title:
Principal Amount of Notes: $6,000,000
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PACIFIC MUTUAL LIFE INSURANCE
COMPANY
By: /s/ William R. Schmidt
________________________________
Name: William R. Schmidt
Title: Assistant Vice President
Principal Amount of Notes: $6,000,000
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PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Clint Woods
________________________________
Name: Clint Woods
Title: Counsel
Principal Amount of Notes: $13,000,000
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TRUSTEE:
THE BANK OF NEW YORK,
not in its individual capacity
but solely as Trustee
By: /s/ Mark G. Walsh
________________________________
Name: Mark G. Walsh
Title: Assistant Vice President
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The foregoing Consent, Waiver
and Acceptance is hereby accepted
as of the date first written:
NATIONAL PROPANE, L.P.
By: National Propane Corporation,
its managing general partner
By: [signature]
____________________________________
Name:
Title:
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EXHIBIT 10.2
SECOND CONSENT, WAIVER AND AMENDMENT
January 14, 1997
NATIONAL PROPANE, L.P.
Suite 1700
IES Tower
200 First Street
Cedar Rapids, Iowa 52401
Ladies and Gentlemen:
Reference is hereby made to (i) the Credit Agreement dated as of June 25,
1996 by and among National Propane, L.P. (the "Company"), The First National
Bank of Boston, as Administrative Agent and a Lender (the "Administrative
Agent"), Bank of America NT & SA, as a Lender, and BA Securities, Inc., as
Syndication Agent (as amended, the "Credit Agreement"); (ii) the several Note
Agreements each dated as of June 26, 1996 among the Company, National Propane
Corporation, National Propane SGP, Inc. and the investors named therein (the
"Note Holders") (as amended, the "Note Agreements"); (iii) that certain Letter
dated as of July 2, 1996 of the Company, accepted and agreed to by the
Administrative Agent and incorporated in the Note Agreements as Exhibit R
thereto (the "Side Letter"); (iv) the Intercreditor and Trust Agreement dated as
of June 26, 1996 among the Company, National Propane Partners, L.P., National
Propane Corporation, The Bank of New York, as Trustee (the "Trustee"), the Note
Holders, the Banks party thereto and certain other parties party thereto from
time to time (the "Trust Agreement"); (v) the Pledge and Security Agreement
dated as of June 26, 1996 among the Company, National Propane Corporation, the
Trustee, and other parties thereto from time to time (as amended, the "Security
Agreement"); and (vi) the Consent, Waiver and Amendment dated as of November 5,
1996 by the Lenders (as defined in the Credit Agreement), the Administrative
Agent, the Noteholders and the Trustee and accepted by National Propane. All
capitalized terms not defined herein shall have the meanings assigned to them in
the Credit Agreement and the Note Agreements.
Section 6.14(a) of the Credit Agreement requires that the Company "deliver
to the Trustee and the Administrative Agent within the six calendar months of
the Closing Date" original certificates of title of the Company's motor vehicles
and other rolling stock. Section 10.14(a) of the Note Agreements also requires
that the
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Company "deliver to the Trustee and ... special counsel [to the Note Holders
(i.e., Debevoise & Plimpton)] within six calendar months of the date of the
Closing" originals of such certificates of title.
In addition, pursuant to Section 4.01(c) of the Security Agreement, the
Company covenants that it "will cause the certificates of title to the motor
vehicles and rolling stock set forth on Schedule 10 [to the Security Agreement]
to have been ... delivered on or prior to six calendar months of the Closing
Date by the applicable department of motor vehicles, [in order] to perfect the
security interests granted to the Trustee in such motor vehicles and other
rolling stock." Finally, pursuant to Section 4.23 of the Security Agreement,
"[w]ithin six calendar months after the Closing Date," the Company covenants to
deliver "to the Trustee a complete set of certificates of title to all of the
motor vehicles and other rolling stock evidencing the perfected security
interests of the Trustee."
Under the laws of certain of the states in which the Company's motor
vehicles and other rolling stock are located, such states do not issue
certificates of title for certain motor vehicles and other rolling stock, such
of those which were manufactured before a certain year (e.g., in New York,
vehicles manufactured before 1973) or are of a certain type and weight (e.g., in
New York, trailers with an unladen weight less than 1,000 lbs.)
In addition, certificates of title for approximately 10 vehicles have not
been delivered to the Trustee, the Administrative Agent and Debevoise & Plimpton
because the appropriate departments of motor vehicles have indicated that liens
to third parties remain on such vehicles (the "Encumbered Certificates").
Although the Company believes that these liens do not reflect any current
indebtedness of the Company, it has not been able to contact the lien holders to
arrange for the release of such liens.
Finally, although the Company has complied with the other requirements of
the Credit Agreement, the Note Agreements, the Security Agreement and the Side
Letter pertaining to the granting and perfection of security interests in the
Company's motor vehicles and other rolling stock, and despite the Company's best
efforts, certificates of title for approximately 10% of the Company's motor
vehicles and other rolling stock have not been returned to the Company or
delivered to the Trustee by the appropriate departments of motor vehicles
within six calendar months of the Closing Date (such certificates of title, the
"Outstanding Certificates"). The Company hereby represents that it has filed all
Outstanding Certificates with the appropriate departments of motor vehicles.
Accordingly, for good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, each of the undersigned Note Holders, each of
the undersigned Lenders and the Trustee hereby agree, consent, waive and
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amend all provisions of the Credit Agreement, the Note Agreements, the Security
Agreement and each other Operative Agreement to give effect to the following:
1. The Company shall not be required to obtain or deliver to the Trustee,
the Administrative Agent or Debevoise & Plimpton any certificate of
title for any motor vehicle or other rolling stock of the Company for
which no such certificate of title is issued pursuant to the laws of the
state in which such certificate of title is issued pursuant to the laws
of the state in which such motor vehicle or other rolling stock is
registered; and
2. The Company shall use its reasonable best efforts to deliver, or to
cause to be delivered, as soon as possible, to the Trustee, the
Administrative Agent and Debevoise & Plimpton, any Encumbered
Certificates, free and clear of any third party liens, and any
Outstanding Certificates, in all cases reflecting liens granted in the
name of the Trustee.
In addition, the undersigned Note Holders, Lenders and Trustee hereby waive
any Default, Potential Event of Default or Event of Default resulting from the
failure of the Company to take the actions referred to in the foregoing
paragraph on or prior to the dates required therefor in the Credit Agreement,
the Note Agreements and the Security Agreement, provided, that the Company (i)
promptly takes any additional steps, if any, necessary or reasonably requested
by the Trustee to perfect the security interests granted in all of the Company's
uncertificated motor vehicles and other rolling stock and (ii) continues to use
its reasonable best efforts to deliver, or to cause to be delivered to the
Trustee, the Administrative Agent and Debevoise & Plimpton, any Encumbered
Certificates and Outstanding Certificates have been delivered in accordance with
clause 2 of the preceding paragraph.
Each of the Note Holders represents and warrants to the Company that it is
the registered owner of the principal amount of Notes set forth below its name
on the signature pages thereto. Each of the Lenders represents and warrants to
the Company that it is the holder of the aggregate principal amount of
outstanding Loans, aggregate amount of letter of credit exposure and aggregate
amount of unused Commitments set forth below its name on the signature pages
thereto.
This Second Consent, Waiver and Amendment shall become effective as of the
date first above written when the Company shall have received counterparts of
this Second Consent, Waiver and Amendment that, when taken together, bear the
signatures of the Company, the Required Holders, the Required Lenders, the
Requisite Percentage and the Trustee.
This Second Consent, Waiver and Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
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This Second Consent, Waiver and Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute the same instrument.
If you are in agreement with the foregoing, please sign the form of
acceptance in the space provided below.
Very Truly yours,
REQUIRED LENDERS:
THE FIRST NATIONAL BANK OF BOSTON
By:
_____________________________________
Name:
Title:
Principal Amount of outstanding
Loans: $1,049,090.90
Aggregate amount of Letter of Credit
Exposure: $0.00
Aggregate amount of Unused
Commitments: $18,950,909.10
BANK OF AMERICA NT & SA
By:
_____________________________________
Name:
Title:
Principal Amount of outstanding
Loans: $1,049,090.90
Aggregate amount of Letter of Credit
Exposure: $0.00
Aggregate amount of Unused
Commitments: $18,950,909.10
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This Second Consent, Waiver and Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute the same instrument.
If you are in agreement with the foregoing, please sign the form of
acceptance in the space provided below.
Very Truly yours,
REQUIRED LENDERS:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Michael P. Hannon
_____________________________________
Name: Michael P. Hannon
Title: Director
Principal Amount of outstanding
Loans: $1,049,090.90
Aggregate amount of Letter of Credit
Exposure: $0.00
Aggregate amount of Unused
Commitments: $18,950,909.10
BANK OF AMERICA NT & SA
By:
_____________________________________
Name:
Title:
Principal Amount of outstanding
Loans: $1,049,090.90
Aggregate amount of Letter of Credit
Exposure: $0.00
Aggregate amount of Unused
Commitments: $18,950,909.10
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This Second Consent, Waiver and Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute the same instrument.
If you are in agreement with the foregoing, please sign the form of
acceptance in the space provided below.
Very Truly yours,
REQUIRED LENDERS:
THE FIRST NATIONAL BANK OF BOSTON
By:
_____________________________________
Name:
Title: Director
Principal Amount of outstanding
Loans: $1,049,090.90
Aggregate amount of Letter of Credit
Exposure: $0.00
Aggregate amount of Unused
Commitments: $18,950,909.10
BANK OF AMERICA NT & SA
By: [Signature]
_____________________________________
Name:
Title:
Principal Amount of outstanding
Loans: $1,049,090.90
Aggregate amount of Letter of Credit
Exposure: $0.00
Aggregate amount of Unused
Commitments: $18,950,909.10
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REQUIRED HOLDERS:
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: CIGNA INVESTMENTS, INC.
By: /s/ James G. Schelling
_____________________________________
Name: James G. Schelling
Title: MANAGING DIRECTOR
Principal Amount of Notes: $15,000,000
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY, on behalf
of its Separate Account 66
By: CIGNA INVESTMENTS, INC.
By: /s/ James G. Schelling
_____________________________________
Name: James G. Schelling
Title: MANAGING DIRECTOR
Principal Amount of Notes: $3,000,000
LIFE INSURANCE COMPANY OF
NORTH AMERICA
By: CIGNA INVESTMENTS, INC.
By: /s/ James G. Schelling
_____________________________________
Name: James G. Schelling
Title: MANAGING DIRECTOR
Principal Amount of Notes: $3,000,000
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TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ John Litchfield
_____________________________________
Name: John Litchfield
Title:DIRECTOR-PRIVATE PLACEMENTS
Principal Amount of Notes: $21,000,000
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MIDWESTERN UNITED LIFE INSURANCE
COMPANY
Principal Amount of Notes: $2,000,000
PEERLESS INSURANCE COMPANY
Principal Amount of Notes: $2,000,000
SECURITY LIFE OF DENVER INSURANCE
COMPANY
Principal Amount of Notes: $4,000,000
By: ING Investment Management, Inc. its Agent
By: /s/ Fred C. Smith
_____________________________________
Name: Fred C. Smith
Title: SVP and Managing Director
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GENERAL AMERICAN LIFE INSURANCE
COMPANY
By: Conning Asset Management Company
By: [Signature]
_____________________________________
Name:
Title:
Principal Amount of Notes: $5,000,000
J. Terri Tanaka
Sr. Vice President
Conning Asset Management, Co.
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THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Richard A. Strait
_____________________________________
Name: Richard A. Strait
Title: Vice President
Principal Amount of Notes: $23,000,000
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PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY
By: [Signature]
_____________________________________
By: /s/ Clint Woods
_____________________________________
Name: Clint Woods
Title: Counsel
Principal Amount of Notes: $13,000,000
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TRUSTEE
THE BANK OF NEW YORK,
not in its individual capacity
but solely as Trustee
By: /s/ Mark G. Walsh
_____________________________________
Name: Mark G. Walsh
Title: Assistant Vice President
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<PAGE>
The foregoing Consent, Waiver
and Acceptance is hereby accepted
as of the date first written:
NATIONAL PROPANE, L.P.
By: National Propane Corporation
its managing general partner
By: /s/ C. David Watson
_____________________________________
Name: C. David Watson
Title: Senior Vice President-
Administration General Counsel
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EXHIBIT 10.3
EXECUTION COPY
FIRST AMENDMENT dated as of March 27, 1997 (this
"First Amendment"), to the Credit Agreement dated as of
June 26, 1996 (the "Credit Agreement'), among National
Propane, L.P., a Delaware limited partnership (the
"Borrower"), the Lenders (as defined therein), The
First National Bank of Boston, as Administrative Agent
and a Lender, Bank of America NT & SA, as a Lender,
and BA Securities, Inc., as Syndication Agent.
The parties hereto have agreed, subject to the terms and conditions
hereof, to amend the Credit Agreement as provided herein.
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement (the Credit Agreement,
as amended by, and together with, this First Amendment, and as hereinafter
amended, modified, extended or restated from time to time, being called the
"Amended Agreement").
Accordingly, the parties hereto hereby agree as follows:
SECTION 1.01. Amendment to Section 1.01. The definition of "Consolidated
Cash Flow" set forth in Section 1.01 of the Credit Agreement is hereby amended
by inserting the following phrase immediately prior to the period in the last
sentence thereof: "and (5) Consolidated Cash Flow for the fiscal quarter ended
June 30, 1995 shall be deemed to equal $5,185,000".
SECTION 1.02. Amendment to Section 6.31. Section 6.31 of the Credit
Agreement is hereby amended by deleting the date "June 30, 1996" in the last
sentence thereof and substituting in lieu thereof the date "April 1, 1995".
SECTION 1.03. Representations and Warranties. The Borrower hereby
represents and warrants to the Agents and the Lenders, as follows:
(a) The representations and warranties set forth in Article III of
the Amended Agreement and the representations and warranties of the
Borrower and the other Loan parties set forth in the other Loan Documents
are true and correct in all material respects on and as of the date
hereof and on and as of the First Amendment Effective Date (as defined
below) with the same effect as though made on and as of the date hereof
or the First Amendment Effective Date, as the case may be, except to the
extent such representations and warranties expressly relate to an earlier
date (in which case such representations and warranties are true and
correct in all material respects on and as of such earlier date).
(b) On the date hereof and on the First Amendment Effective Date,
no Default or Event of Default has occurred and is continuing.
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(c) The execution, delivery and performance by the Borrower of
this First Amendment have been duly authorized by the Borrower.
(d) This First Amendment constitutes the legal, valid and binding
obligation of the Borrower, enforceable against it in accordance with its
terms.
(e) The execution, delivery and performance by the Borrower of
this First Amendment will not (i) violate (A) any provision of law,
statute, rule or regulation, (B) any provision of the certificate of
incorporation or by-laws of the Borrower, (C) any order of any
Governmental Authority or (D) any provision of any indenture, agreement
or other instrument to which the Borrower or any of the Loan Parties is a
party or by which any of them or any of their property is or may be
bound, (ii) be in conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a default or give rise to
increased, additional, accelerated or guaranteed rights of any person
under any such indenture, agreement or other instrument or (iii) result
in the creation or imposition of any Lien upon or with respect to any
property or assets now owned or hereafter acquired by the Borrower or any
of the other Loan Parties.
SECTION 1.04. Effectiveness. This First Amendment shall become effective
only upon satisfaction of the following conditions precedent (the first date
upon which each such condition has been satisfied being herein called the "First
Amendment Effective Date"):
(a) The Administrative Agent shall have received duly
executed counterparts of this First Amendment which, when taken
together, bear the authorized signatures of the Borrower and the
Required Lenders.
(b) The representations and warranties set forth in Section
1.03 shall be true and correct on and as of the First Amendment
Effective Date.
(c) The Required Lenders shall have received such other
documents, legal opinions, instruments and certificates as they
shall reasonably request and such other documents, legal opinions,
instruments and certificates shall be satisfactory in form and
substance to the Required Lenders and their counsel. All corporate
and other proceedings taken or to be taken in connection with this
First Amendment and all documents incidental thereto, whether
or not referred to herein, shall be satisfactory in form and
substance to the Required Lenders and their counsel.
SECTION 1.05. APPLICABLE LAW. THIS FIRST AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES OF SUCH STATE.
SECTION 1.06. Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Agents and the Lenders in connection with
the preparation, negotiation, execution, delivery and enforcement of this First
Amendment including, but not limited to, the
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reasonable fees and disbursements of counsel. The agreement set forth in this
Section 1.06 shall survive the termination of this First Amendment and the
Amended Agreement.
SECTION 1.07. Counterparts. This First Amendment may be executed in any
number of counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement.
SECTION 1.08. Credit Agreement. Except as expressly set forth herein, the
amendments provided herein shall not by implication or otherwise limit,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Agent or the other Secured Parties under the Amended Agreement or
any other Loan Document, nor shall they constitute a waiver of any Default or
Event of Default, nor shall they alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Amended Agreement or any other Loan Document. Each of the amendments provided
herein shall apply and be effective only with respect to the provisions of the
Amended Agreement specifically referred to by such amendment. Except as
expressly amended herein, the Amended Agreement shall continue in full force and
effect in accordance with the provisions thereof. As used in the Amended
Agreement, the terms "Agreement", "herein", "hereinafter", "hereunder", "hereto"
and words of similar import shall mean, from and after the date hereof, the
Amended Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed by their duly authorized officers, all as of the date first
above written.
Attest: NATIONAL PROPANE, L.P., as Borrower
By: NATIONAL PROPANE
CORPORATION,
its managing general partner
by /s/ C. David Watson by /s/ Ronald R. Rominiceki
__________________________ ________________________________
Name: C. David Watson Name: Ronald R. Rominiceki
Title: Asst. Secretary Title: S.V.P./CFO
Attest: By: NATIONAL PROPANE
SGP. INC.
its general partner
by /s/ C. David Watson by /s/ Ronald R. Rominiceki
__________________________ ________________________________
Name: C. David Watson Name: Ronald R. Rominiceki
Title: Asst. Secretary Title: S.V.P./CFO
THE FIRST NATIONAL BANK OF BOSTON,
as Administrative Agent and as a Lender
by
_______________________________
Name:
Title:
BANK OF AMERICA NT & SA,
as a Lender
by
_______________________________
Name:
Title:
BA SECURITIES, INC.,
as Syndication Agent
by
_______________________________
Name:
Title:
UNION BANK, as a Lender
by
_______________________________
Name:
Title:
