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EXHIBIT 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
This Agreement, dated as of July 31, 1995 (this "Amendment") is
entered into by and among AmeriGas Propane, L.P., a Delaware limited
partnership (the "Company"), AmeriGas Propane, Inc., a Pennsylvania corporation
(the "General Partner"), Petrolane Incorporated, a California corporation
("Petrolane"; the Company, the General Partner and Petrolane being hereinafter
referred to collectively as the "Borrowers" and sometimes individually as a
"Borrower"), the several financial institutions parties to this Amendment
(collectively, the "Banks"; individually, a "Bank"), and Bank of America
National Trust and Savings Association, as Agent.
RECITALS
The Borrowers, the Banks, the Issuing Bank and the Agent are parties
to a Credit Agreement dated as of April 12, 1995 (the "Credit Agreement").
Capitalized terms used and not otherwise defined or amended in this Amendment
shall have the meanings respectively assigned to them in the Credit Agreement.
The Borrowers have requested that the Banks and the Issuing Bank amend
the Credit Agreement to reduce the minimum face amount of Letters of Credit to
$500,000. The Banks and the Issuing Bank have agreed to so amend the Credit
Agreement, all upon the terms and provisions and subject to the conditions
hereinafter set forth.
AGREEMENT
In consideration of the foregoing and the mutual covenants and
agreements hereinafter set forth, the parties hereto mutually agree as follows:
A. AMENDMENT
1. Amendment of Section 3.1 (The Letter of Credit Subfacility).
Section 3.1 of the Credit Agreement is hereby amended by deleting the amount
"$1,000,000" appearing in paragraph (b) (v) thereof and substituting therefor
the amount "$500,000".
B. REPRESENTATIONS AND WARRANTIES
Each Borrower hereby represents and warrants to the Banks and the
Issuing Bank that:
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1. No Event of Default specified in the Credit Agreement and no
Default has occurred and is continuing;
2. The representations and warranties of such Borrower pursuant
to the Credit Agreement are true on and as of the date hereof as if made on and
as of said date;
3. The execution, delivery and performance by such Borrower of
this Amendment have been duly authorized by all corporate or partnership
action; and
4. No consent, approval, authorization, permit or license from
any federal or state regulatory authority is required in connection with the
execution, delivery or performance of the Credit Agreement as amended hereby.
C. CONDITIONS PRECEDENT
This Amendment will become effective as of the date first written
above upon receipt by the Agent of counterparts hereof duly executed by each
Borrower, the Required Banks and the Issuing Bank, and duly acknowledged by the
Agent.
D. MISCELLANEOUS
1. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with same effect as if the signature
thereto and hereto were upon the same instrument.
2. Except as herein specifically amended, all terms, covenants
and provisions of the Credit Agreement shall remain in full force and effect
and shall be performed by the parties thereto in accordance therewith. All
references to the Credit Agreement contained in the Credit Agreement or the
other Loan Documents shall henceforth be deemed to refer to the Credit
Agreement as amended by this Amendment.
3. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first written above.
AMERIGAS PROPANE, L.P.
By: AMERIGAS PROPANE, INC.,
as General Partner
By: /s/M. J. Cuzzolina
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Name: M. J. Cuzzolina
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Title: Treasurer
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AMERIGAS PROPANE, INC.
By: /s/M. J. Cuzzolina
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Name: M. J. Cuzzolina
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Title: Treasurer
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PETROLANE INCORPORATED
By: /s/M. J. Cuzzolina
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Name: M. J. Cuzzolina
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Title: Treasurer
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BANK OF AMERICA ILLINOIS,
as a Bank and as Issuing Bank
By: /s/Steve A. Aronowitz
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Name: Steve A. Aronowitz
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Title: Vice President
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THE FIRST NATIONAL BANK OF BOSTON
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By: /s/Frank T. Smith
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Name: Frank T. Smith
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Title: Director
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THE BANK OF NEW YORK
By: /s/Peter H. Abdill
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Name: Peter H. Abdill
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Title:
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CORESTATES BANK, N.A.
By: /s/Anthony D. Braxton
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Name: Anthony D. Braxton
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Title: Vice President
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FIRST FIDELITY BANK,
NATIONAL ASSOCIATION
By: /s/Wynelle Farlow
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Name: Wynelle Farlow
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Title: Vice President
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THE FIRST NATIONAL BANK OF MARYLAND
By: /s/George A. Hennessy
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Name: George A. Hennessy
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Title: Assistant Vice President
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MELLON BANK, N.A.
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By: /s/Maria D. Kalilec
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Name: Maria D. Kalilec
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Title: Assistant Vice President
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THE MISUBISHI BANK, LIMITED,
New York Branch
By: /s/Frank H. Madden
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Name: Frank H. Madden
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Title: Joint General Manager
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PNC BANK, NATIONAL ASSOCIATION
By: /s/H. Todd Dissinger
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Name: H. Todd Dissinger
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Title: Vice President
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UNION BANK
By: /s/Walter M. Roth
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Name: Walter M. Roth
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Title: Vice President
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UNION BANK OF SWITZERLAND,
New York Branch
By: /s/Peter B. Yearly
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Name: Peter B. Yearly
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Title: Vice President
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By: /s/James P. Kelleher
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Name: James P. Kelleher
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Title: Assistant Vice President
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Acknowledged:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By: /s/Doris V. G. Bergum
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Name: Doris V. G. Bergum
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Title: Vice President
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