UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HUNTWAY PARTNERS, L.P.
(Name of Issuer)
COMMON UNITS
(Title of Class of Securities)
447300 20 3
(CUSIP Number)
One Bankers Trust Plaza, 130 Liberty Street, 28th Floor, New
York, New York 10006: Attention Carl O. Roark
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 31, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 447300 203
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust Company
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
(7) SOLE VOTING POWER
0
(8) SHARED VOTING POWER
0
(9) SOLE DISPOSITIVE POWER
0
(10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
(14) TYPE OF REPORTING PERSON
<PAGE>
Item 1. Security and Issuer.
The name of the issuer is Huntway Partners, L.P. (the
"Issuer"). The Issuer is a limited partnership organized under
the laws of the State of Delaware and its principal executive
offices are located at 25129 The Old Road, Newhall, California
91381. The equity securities to which this statement relates are
the common limited partnership units of the Issuer (the "Common
Units").
Item 2. Identity and Background.
The person filing this schedule is Bankers Trust
Company, a New York banking corporation (the "Reporting Person").
The Reporting Person is a wholly-owned subsidiary of Bankers
Trust New York Corporation, a New York corporation ("Parent").
The business address of the Reporting Person and Parent is One
Bankers Trust Plaza, 130 Liberty Street, 28th Floor, New York,
New York, 10006. The principal business of the Reporting Person
is banking. The principal business of Parent is that of a
publicly-held bank holding company including the holding of
investments in banking and non-banking companies. There is no
information to report with regard to criminal or civil
proceedings. The Reporting Person and Parent are each
corporations organized under the laws of the State of New York.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired 6,928,417 Common Units
issued in connection with the Issuer's prepackaged plan of
reorganization under Title 11 of United States Code dated
December 12, 1996 (the "Prepackaged Plan"). The Common Units and
certain other consideration received by the Reporting Person were
received in exchange for (i) loans and other extensions of credit
previously made by the Reporting Person to the Issuer and (ii) a
warrant (the "BT Warrant") to purchase 1,975,552 Common Units for
$.875 per Common Unit, expiring on December 31, 2008, previously
issued by the Issuer to the Reporting Person. Such loans and
other extensions of credit were made by the Reporting Person in
the ordinary course of its business as a commercial bank. The BT
Warrant was received by the Reporting Person in connection with a
general restructuring of the indebtedness of the Issuer on June
23, 1993. On October 31, 1997, the Reporting Person disposed of
all of its Common Units.
Item 4. Purpose of the Transaction
The Reporting Person has no plan or proposal described in
paragraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The Reporting Person has disposed of its entire beneficial
interest in the Common Units. The Reporting Person ceased to be
a beneficial owner of more than five percent of the Common Units
on October 31, 1997.
Item 6. Contracts, Agreements, Understandings or Relationships
with Respect to Securities of the Issuer
The Reporting Person transferred its entire beneficial
interest in the Issuer, pursuant to a Securities Purchase
Agreement dated as of October 31, 1997 (attached hereto as
Exhibit A) by and among the Reporting Person, Massachusetts
Mutual Life Insurance Company, the Lighthouse Investors, LLC, B
III Capital Partners, L.P., Contrarian Capital Fund I, L.P. and
Contrarian Capital Fund II, L.P.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Securities Purchase Agreement dated as of October
31, 1997 by and among the Reporting Person,
Massachusetts Mutual Life Insurance Company, the
Lighthouse Investors, LLC, B III Capital Partners,
L.P., Contrarian Capital Fund I, L.P. and
Contrarian Capital Fund II, L.P.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: November 12, 1997
BANKERS TRUST COMPANY
By __/s/ Carl Roark __
Carl Roark
Managing Director
<PAGE>
EXHIBIT A
SECURITIES
PURCHASE AGREEMENT
This Securities Purchase Agreement is made as of
October 31, 1997, by and among Lighthouse Investors, LLC, a
Delaware limited liability company ("Lighthouse"), and B III
Capital Partners, L.P., a Delaware limited partnership ("B III"),
Contrarian Capital Fund, I, L.P., a Delaware limited partnership
("Contrarian I"), Contrarian Capital Fund II, L.P., a Delaware
limited partnership ("Contrarian II"; Lighthouse, B III,
Contrarian I and Contrarian II are each referred to as a
"Buyer"), and Bankers Trust Company and Massachusetts Mutual Life
Insurance Company (each a "Seller"), with reference to the
following facts:
Each Seller acquired the 12% Senior Secured Notes
(Other) due 2005 (the "Senior Notes") of Huntway Partners, L.P.,
a Delaware limited partnership (the "Company"), issued pursuant
to the Amended and Restated Collateralized Note Indenture dated
as of December 12, 1996, between the Company and Fleet National
Bank, as Trustee (the "Indenture"), and the common units
representing limited partnership interests in the Company (the
"Common Units" and, together with the Senior Notes, the
"Securities") listed next to such Seller's name on Exhibit A
hereto, directly from the Company pursuant to the Prepackaged
Plan of Reorganization dated November 12, 1996 (the "Plan") and
in connection with such acquisition entered into the Unitholders
Agreement, dated as of December 12, 1996 (the "Unitholders
Agreement"), and the Registration Rights Agreement, dated as of
December 12, 1996 (the "Registration Rights Agreement"). The
Buyers wish to buy the Securities from the Sellers and each
Seller desires to sell the Securities owned by it to the Buyers
pursuant to this Agreement in accordance with the allocations on
Exhibit A.
NOW THEREFORE, in consideration of the foregoing
premises and the mutual covenants herein, the Buyers and the
Sellers agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Purchase and Sale. Upon the terms and subject to
the conditions set forth in this Agreement, each Seller agrees to
and does hereby sell and deliver and assign to the Buyers, and each
Buyer agrees to and hereby does purchase and accept such assignment
from each Seller the Securities listed next to such Buyer and
Seller's name on Exhibit A, and all rights and interest of that
Seller under the Plan and the Unitholders Agreement with respect to
the Securities, if any, in each case free and clear of all liens,
security interests and encumbrances of any kind. The Buyers agree
to be bound by and hereby assume the obligations, if any, of the
terms of the Unitholders Agreement and acknowledge that the
Protective Rights (as defined in such Unitholders Agreement) are
speculative in nature and that the Buyers are able to bear the
economic risk of such investment, including a total loss of value
of such investment.
1.2 Purchase Price. As consideration for the sale of
the Securities, on the signing of this Agreement, each Buyer shall
wire transfer to each Seller the amount set forth on Exhibit A for
the purchase and sale of the Securities being purchased by such
Buyer from such Seller according to the wire transfer instructions
set forth on the signature pages hereof (the "Purchase Price").
1.3 Closing. The closing of the transactions provided
for in this Agreement (the "Closing") shall take place at the
offices of Kirkland & Ellis in Los Angeles, California, on the date
of this Agreement (the "Closing Date"). The parties may
participate in the Closing by telephone. At the Closing, each
Seller shall deliver to Buyers Depository Receipts for the Common
Units of the Company owned by such Seller described in Exhibit A
with the portion thereof to be completed by transferor/seller
appropriately completed by such Seller and notes evidencing the
Senior Notes owned by such Seller described in Exhibit A duly
endorsed to the Buyers, and each Buyer shall wire transfer the
funds referred to in section 1.2. The transactions will take place
on a delivery vs. payment basis.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SELLERS
Each Seller severally (but not jointly) represents and
warrants as to itself and agrees with the Buyers as follows:
2.1 Corporate Power and Authority; Enforceability. The
Seller is a corporation validly existing and in good standing under
the laws of the state in which it is organized. The execution and
delivery of this Agreement have been duly authorized by all
necessary action of the Seller. This Agreement has been duly
executed and delivered by the Seller and is the legal, valid and
binding agreement of the Seller, enforceable against the Seller in
accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights and
subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in
equity or at law).
2.2 No Conflict; No Consent. The consummation of the
transactions contemplated hereby do not conflict with, or result in
any violation of any material agreement to which the Seller is a
party or by which it or any of its properties are bound, or any
judgment, decree, order, statute, law, ordinance, rule or
regulation applicable to the Seller of any court or other
governmental authority. No consent, approval, order or
authorization of, or registration, declaration or filing with, any
governmental or regulatory agency or authority is required to be
made or obtained by the Buyers or the Seller in order for the
Seller to execute and deliver this Agreement or to consummate the
transactions contemplated hereby.
2.3 Brokers' Fees. No broker, finder or investment
banker is entitled to any brokerage, finder's or other fee or
commission in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of the Seller.
2.4 Private Offering. The Seller has not offered any of
the Securities for sale, or solicited any offer to buy any of the
Securities, by means of any form of general solicitation or general
advertising except in connection with the letters referred to in
section 4.4.
2.5 Access to Information. The Seller acknowledges that
it has had access to all the books and records of the Company in
connection with the Seller's sale of Securities hereunder, and has
conducted a thorough and comprehensive investigation of the
Company. The Seller has carefully reviewed all the information
available to it and is thoroughly familiar with the business,
operations, properties and management of the Company by virtue of
such review. The Seller is entering into this Agreement and the
transactions contemplated hereby solely in reliance on its own
investigation and review of such information concerning the
Company. The Seller acknowledges that the Buyers may possess
material information regarding the Company and the Securities not
known to the Seller (the "Buyer Excluded Information"), including,
without limitation, information received from the Company on a
confidential basis or information received on a privileged basis
from attorneys and financial advisors representing the Buyers. The
Seller agrees that the Buyers shall have no liability to the Seller
with respect to the nondisclosure of the Buyer Excluded
Information.
2.6 Valid Title. The Seller has good and marketable
title to the Securities owned by it, free and clear of any and all
liens, security interests and encumbrances of any kind. The Seller
has made no prior sale, assignment, participation or other transfer
of such Securities, in whole or in part, and the Seller is not
party to any agreement (other than this Agreement and the letters
referred to in section 4.4) which would result in the foregoing.
2.7 Ownership of Securities. The Seller owns Senior
Notes in the original principal amount set forth opposite such
Seller's name on Exhibit A and owns the number of Common Units set
forth opposite such Seller's name on Exhibit A.
2.8 Credit Documents. To the best of the Seller's
knowledge, attached hereto as Schedule I is a complete list of all
of the material agreements to which the Seller is a party relating
to the Securities, listing all amendments thereto (collectively,
the "Credit Documents").
2.9 No Additional Compensation. Each Seller
acknowledges that it shall not be entitled to any payment from any
Purchaser (other than as set forth herein) with respect to the
transactions contemplated hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYERS
Each Buyer severally (but not jointly) represents and
warrants as to itself as follows:
3.1 Corporate Power and Authority; Enforceability. The
Buyer is a limited liability company or limited partnership validly
existing and in good standing under the laws of the State of
Delaware. The execution and delivery of this Agreement have been
duly authorized by all necessary action of the Buyer. This
Agreement has been duly executed and delivered by the Buyer and is
the legal, valid and binding agreement of the Buyer, enforceable
against the Buyer in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting
creditors' rights and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law).
3.2 No Conflict; No Consent. The consummation of the
transactions contemplated herein do not conflict with, or result in
any violation of any material agreement to which the Buyer is a
party or by which it or any of its properties are bound, or any
judgment, decree, order, statute, law, ordinance, rule or
regulation applicable to the Buyer of any court or other
governmental authority. No consent, approval, order or
authorization of, or registration, declaration or filing with, any
U.S. governmental or regulatory agency or authority is required to
be made or obtained by the Buyer in order to execute and deliver
this Agreement or to consummate the transactions contemplated
hereby.
3.3 Access to Information. The Buyer acknowledges that
it has had access to all the books and records of the Company in
connection with the Buyer's purchase of the Securities hereunder,
and has conducted a thorough and comprehensive investigation of the
Company. The Buyer has independently without reliance on the
Sellers and based upon information it deems appropriate carefully
reviewed all the information available to it and is thoroughly
familiar with the business, operations, properties and management
of the Company by virtue of such review. The Buyer is entering
into this Agreement and the transactions contemplated hereby solely
in reliance on its own investigation and review of such information
concerning the Company. The Buyer acknowledges that the Sellers
may possess material information regarding the Company and the
Securities not known to the Buyer (the "Seller Excluded
Information"), including, without limitation, information received
from the Company on a confidential basis or information received on
a privileged basis from attorneys and financial advisors
representing the Sellers. The Buyer agrees that the Sellers shall
have no liability to the Buyer with respect to the nondisclosure of
the Seller Excluded Information.
3.4 Purchase for Investment. Each Buyer represents and
warrants that it intends to acquire the Securities for its own
account, not as a nominee or agent, and not with a view to, or for
distribution or resale in connection with, any distribution thereof
in violation of the Securities Act of 1933, as amended, and the
rules and regulations thereunder (the "Securities Act") without
prejudice, however, to each Buyer's right at all times to sell or
otherwise dispose of any of said Securities pursuant to an
effective registration statement under the Securities Act and any
applicable state's securities laws, or under an exemption from
registration available under the Securities Act and such other
applicable state securities laws. Each Buyer represents and
warrants that it (i) is knowledgeable, sophisticated and
experienced in business and financial matters, and fully
understands the limitations described above and in section 3.3
hereof, and (ii) is an "accredited investor" as such term is
defined in Rule 501(a) of Regulation D under the Securities Act.
3.5 Brokers' Fees. No broker, finder or investment
banker is entitled to any brokerage, finder's or other fee or
commission in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of the Buyer.
3.6 Suitability. The Buyer acknowledges that the
Sellers make no representation to the Buyer as to whether the
Company may be presently in default under the terms of the
Securities and the Plan and/or may be in such default in the
future. Buyer understands that the Securities are not, and will
not be, when sold, registered under the Securities Act. The Buyer
also acknowledges that the Company may be forced at some point to
file a voluntary petition in bankruptcy or could have an
involuntary petition filed against it by its creditors with the
possible result that the Buyer could suffer the loss of all or part
of its investment represented by the Securities. The Buyer hereby
represents that it is financially able to withstand the loss of its
entire investment in the Securities and that it does not have a
present need, nor can it foresee future need, for the liquidity of
its investment in the Securities.
3.7 No Recourse. Buyer acknowledges that the sale of
the Securities is made without recourse, representation or warranty
of any kind except as set forth in this Agreement.
ARTICLE IV
GENERAL PROVISIONS
4.1 Condition. The obligation of each Buyer and each
Purchaser to purchase and sell the Securities pursuant to this
Agreement shall be subject to each such Buyer and Seller executing
and delivering the Sequencing and Amendatory Agreement attached
hereto as Exhibit B.
4.2 Survival of Representations, Warranties and
Agreements. Notwithstanding any investigation conducted or notice
or knowledge obtained by or on behalf of any party hereto, each
representation and warranty in this Agreement and each agreement or
covenant in this Agreement that does not by its terms expire on or
prior to the Closing Date shall survive the Closing without
limitation as to time.
4.3 Amendment and Modification. This Agreement may only
be amended or modified by the mutual written agreement of the
Buyers and the Sellers supported by new consideration.
4.4 Entire Agreement. This Agreement contains the
entire agreement of the parties and supersedes all prior
negotiations, correspondence, agreements and understandings,
written or oral, between the parties, regarding the subject matter
hereof. The Correspondence (as defined below) between the Sellers
and the Company shall be of no further force or effect and the
Sellers will not have any right against any Buyer or the Company
with respect thereto. The "Correspondence" means the
correspondence between the Sellers and the Company regarding the
subject matter hereof and the sale of the Securities, including,
without limitation, the Summary, the letter agreement between
Bankers Trust Company and the Company dated March 12, 1997, as
amended and supplemented by the letter agreements between Bankers
Trust Company and the Company dated June 24, 1997, August 4, 1997,
and September 24, 1997, and the letter of understanding between the
Company and Massachusetts Mutual Life Insurance Company dated March
12, 1997, as amended and supplemented by the letter agreements
between the Company and Massachusetts Mutual Life Insurance Company
dated June 13, 1997, June 23, 1997, August 5, 1997, and September
24, 1997.
4.5 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original,
but all of which together shall be considered one and the same
instrument.
4.6 Headings. The article and section headings in this
Agreement are solely for convenience of reference and are not part
of this Agreement.
4.7 No Third-Party Beneficiaries. This Agreement is not
intended to confer upon any person other than the parties hereto
any rights or remedies hereunder.
4.8 Assignment. Neither party shall assign this
Agreement or any rights under this Agreement or delegate any duties
or obligations under this Agreement, without the prior written
consent of the other party. Any attempted or purported assignment
or delegation of this Agreement or any rights or duties hereunder
without such consent shall be void.
4.9 Binding Effect. This Agreement shall bind and inure
to the benefit of the parties and their respective successors and
permitted assigns.
4.10 Further Assurances. Each party shall, at the
expense of the party requesting such actions, execute such other
and further certificates, instruments and other documents as may be
reasonably necessary and proper to implement, complete and perfect
the transactions contemplated by this Agreement.
4.11 Costs and Fees. Except as expressly provided for
herein, each party to this Agreement shall bear its own costs and
expenses, including but not limited to attorney's fees and
expenses, in connection with the closing of the transactions
contemplated hereby.
4.12 Liability Several. Notwithstanding any other
provision of this Agreement to the contrary, the obligations of
each of the Sellers and each of the Buyers under this Agreement are
several (and not joint and several) such that each Seller and each
Buyer is responsible only for breaches of representations and
warranties, covenants and agreements of such Seller or Buyer (and
not those of the other Sellers or Buyers).
4.13 Notices. Any notice, consent, authorization or
other communication to be given hereunder shall be in writing and
shall be deemed duly given and received when delivered personally,
when transmitted by facsimile transmission, two business days after
being deposited with an internationally recognized overnight
delivery service, seven days after being mailed by first class
mail, all charges or postage prepaid, properly addressed to the
party to receive such notice at the last address or facsimile
number furnished for such purpose by the party to whom the notice
is directed.
IN WITNESS WHEREOF, this Agreement has been duly executed
on behalf of the parties hereto as of the date first above written.
BUYERS:
LIGHTHOUSE INVESTORS, L.L.C.
By Lighthouse Capital, LLC, its Manager
By __/s/ Richard S. Spencer III__
Richard S. Spencer III
Manager
200 Seventh Avenue, Suite 105
Santa Cruz, CA 95062
B III CAPITAL PARTNERS, L.P.
By DDJ Capital III, LLC, its General Partner
By DDJ Capital Management, LLC, Manager
By __/s/ Judy K. Mencher__
Name: Judy K. Mencher
Title: Member
Notice Address:
B III Capital Partners, L.P.
c/o DDJ Capital Management, LLC
Attn: Wendy Schnipper Clayton, Esq.
141 Linden Street, Suite 4
Wellesley, MA 02181
Phone: (781) 283-8500
Fax: (781) 283-8555
Domestic Physical Delivery Instructions:
Goldman Sachs & Co.
48th Floor
One New York Plaza
New York, NY 10004
Attn: Marjory Boliscar
Phone: (212) 902-8058
Fax: (212) 357-0413
All securities should be registered as follows:
Goldman Sachs & Company
FFC B III Capital Partners, L.P.
CONTRARIAN CAPITAL FUND I, L.P.
By Contrarian Capital Management, LLC, its general partner
By __/s/ Jon R. Bauer __
Jon R. Bauer
Partner
411 West Putnam, Suite 225
Greenwich, CT 06830
CONTRARIAN CAPITAL FUND II, L.P.
By Contrarian Capital Management, LLC, its general partner
By: __/s/ Jon R. Bauer __
Jon R. Bouer
Partner
411 West Putnam, Suite 225
Greenwich, CT 06830
<PAGE>
SELLERS:
BANKERS TRUST COMPANY
By __/s/ Carl O. Roark __
Name: Carl O. Roark
Title: Managing Director
WIRE TRANSFER INSTRUCTIONS:
ABA-021-001-033
Bankers Trust Company
130 Liberty Street
New York, NY 10006
For further credit to:
Commercial Loan Division
Account #99-401-268
Attn: Gail West
Re: Huntway Partners
Notify Chantal Lapice (250-4846) upon receipt
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By __/s/ Michael L. Klofas __
Name: Michael L. Klofas
Title: Managing Director
1295 State Street
Springfield, MA 01111
Attn: Securities Investment Division
Payments
All payments on account of the Securities shall be made by
crediting in the form of bank wire transfer of Federal or other
immediately available funds, (identifying each payment as related
to Huntway Senior Notes and Common Units to:
Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
New York, NY 10081
ABA No. 021000021
For MassMutual Pension Management
Account No. 910-2594018
Re: Description of security, principal and interest split
With telephone advice of payment to the Securities Custody and
Collection Department of Massachusetts Mutual Life Insurance
Company at (413) 744-3878
Notices
All notices and communications to be addressed as first provided
above, except notices with respect to payments to be addressed
to:
Attention: Securities Custody and Collection Department, F
381
Tax Identification No. 04-1590850
HUNTWAY PARTNERS, L.P., a Delaware limited partnership,
acknowledges and agrees that the purchase and sale of the
Securities provided for in the foregoing Securities Purchase
Agreement is consistent with the provisions of the letters set
forth in section 4.4 of such agreement.
HUNTWAY PARTNERS, L.P.
By: __/s/ Warren Nelson __
Name: Warren Nelson
Title:
<PAGE>
EXHIBIT A
Bankers Trust Massachusetts Mutual
Common Units of Huntway Partners, L.P.:
Lighthouse 3,959,095 2,188,732
B III 2,519,424 1,392,829
Contrarian I 224,949 124,359
Contrarian II 224,949 124,359
TOTAL 6,928,417 3,830,279
Principal Amount Outstanding of 12%
Senior Secured Notes (Other) Due 2005,
Issued by Huntway Partners, L.P.:
Lighthouse $2,177,817 $4,226,090
B III $1,385,884 $2,689,330
Contrarian I $123,740 $240,118
Contrarian II $123,740 $240,119
TOTAL $3,811,181 $7,395,657
Purchase Price:
Lighthouse $5,571,430 $5,428,570
B III $3,545,454 $3,454,546
Contrarian I $316,558 $308,442
Contrarian II $316,558 $308,442
TOTAL $9,750,000 $9,500,000
<PAGE>
SCHEDULE I TO SECURITIES PURCHASE AGREEMENT
Credit Documents
The Sellers are parties to the following documents:
1. Amended and Restated Intercreditor and Collateral Agency
Agreement by and among the Senior Lenders, Bankers Trust as
Letter of Credit Bank, Fleet, as Indenture Trustee, and the
Collateral Agent.
2. Unitholders Agreement by and among Huntway, the Senior
Lenders and the Junior Lenders.
3. Registration Rights Agreement by and among Huntway, the
Senior Lenders and the Junior Lenders.
4. Support Agreement, dated as of July 22, 1996, by and among
Bankers Trust, Massachusetts Mutual Life Insurance Company,
Mellon Bank, N.A., as trustee for First Plaza Group Trust,
Oppenheimer & Company, Inc., for itself and as agent for
certain affiliates, the Junior Lenders, Huntway, Huntway
Managing Partner, L. P., and Huntway Holdings, L.P., as
amended by a Letter Agreement dated June 24, 1997.
Bankers Trust Company is a party to the following Documents,
which may affect the Securities:
5. Letter of Credit and Reimbursement Agreement, dated as of
June 22, 1993, by and among Huntway, Sunbelt Refining
Company L.P. ("Sunbelt"), and Bankers Trust.
6. First Amendment to Letter of Credit Agreement by and among
Huntway, Sunbelt, and Bankers Trust.
7. Amended and Restated Collateral Accounts Security Agreement
by and among Huntway, Sunbelt, Bankers Trust, and the
Collateral Agent.
The Sellers are not direct parties to the following
documents and agreements, but such documents and agreements
affect the Securities:
8. Amended and Restated Collateralized Note Indenture between
Huntway, as Issuer, and Fleet National Bank ("Fleet"), as
Indenture Trustee.
9. Amended and Restated Junior Subordinated Debenture Indenture
between Huntway, as Issuer, and IBJ Schroeder, as Indenture
Trustee.
10. Amended and Restated Huntway Pledge and Security Agreement
by and between Huntway and the Collateral Agent.
11. Amended and Restated Current Assets Pledge and Security
Agreement by and between Huntway and the Collateral Agent.
12. Amended and Restated Sunbelt Pledge and Security Agreement
by and between Sunbelt and the Collateral Agent.
13. Amended and Restated Huntway Special General Partner Pledge
and Security Agreement by and between Huntway Holdings, L.P
and the Collateral Agent.
14. Amended and Restated Huntway Managing General Partner Pledge
and Security Agreement by and between Huntway Managing
General Partner, L.P. and the Collateral Agent.
15. Amended and Restated Huntway Guaranty by and between Huntway
and the Collateral Agent.
16. Amended and Restated Sunbelt Guaranty by and between Sunbelt
and the Collateral Agent.
17. Amended and Restated Huntway Special General Partner
Guaranty by and between Huntway Holdings, L.P. and the
Collateral Agent.
18. Amended and Restated Huntway Managing Partner Guaranty by
and between Huntway Managing General Partner, L.P. and the
Collateral Agent.
19. Amended, Restated and Consolidated Deed of Trust and Fixture
Filing [Wilmington property] by and between Huntway and the
Collateral Agent.
20. Amended, Restated and Consolidated Deed of Trust and Fixture
Filing [Benecia property] by and between Huntway and the
Collateral Agent.
21. Deed of Trust (With Assignment of Rents), dated as of
October 5, 1988, by and between Sunbelt and the Collateral
Agent, and modifications thereto.
22. Second Amendment to Deed of Trust and Fixture Filing [Pinal
county property] by and between Sunbelt and the Collateral
Agent.
23. UCC-1 Financing Statements naming Huntway Partners, L.P. as
Debtor and the Collateral Agent as secured party, filed in
the following offices:
1. Arizona Secretary of State (No. 548645)
2. California Secretary of State (No. 87314621)
3. California Secretary of State (No. 87314622)
4. California Secretary of State (No. 87314623)
5. California Secretary of State (No. 87314624)
6. California Secretary of State (No. 87315625)
7. California Secretary of State (No. 88001726)
8. California Secretary of State (No. 93130162)
9. Delaware Secretary of State (No. 8800108)
10. Delaware Secretary of State (No. 308638)
11. Delaware Secretary of State (No. 8813222)
24. UCC-1 Financing Statements naming Sunbelt Refining Company,
L.P. as Debtor and the Collateral Agent as secured party,
filed in the following offices:
1. Arizona Secretary of State (No. 548644)
2. Arizona Secretary of State (No. 548646)
3. Pinal County, Arizona (No. 1558-892)
4. Delaware Secretary of State (No. 8813221)
5. Delaware Secretary of State (No. 8813223)
25. UCC-1 Financing Statements naming Huntway Managing Partner,
L.P. Or Huntway Holdings, L.P. as Debtor and the Collateral
Agent as secured party, filed in the following offices:
1. California Secretary of State (No. 93130161)
2. California Secretary of State (No. 93130163)
3. Delaware Secretary of State (No. 308639)
4. Delaware Secretary of State (No. 308637)
26. Prepackaged Plan of Reorganization of Huntway, dated as of
November 12, 1996 (the "Plan").
27. Order confirming the Plan.
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