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EXHIBIT 10.3
SECOND AMENDMENT TO CREDIT AGREEMENT
This Agreement, dated as of October 28, 1996 (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 Agent, the Issuing Bank and the Banks are parties
to a Credit Agreement dated as of April 12, 1995 as amended by an Amendment
dated as of July 31, 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 temporarily expand the uses of proceeds under the
Special Purpose Commitment to also include working capital purposes. The Banks
and the Issuing Bank have agreed to do so, 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. AMENDMENTS.
1. Amendment of Section 2.1(c).
Section 2.1(c) is hereby amended by deleting the last sentence
thereof and replacing with the following:
Within the limits of each Bank's Special Purpose
Commitment, and subject to the other terms and
conditions hereof, the Borrowers may borrow under
this Section 2.1(c), prepay under Section 2.6, and,
with respect to the Special
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Purpose Loans for working capital purposes only,
reborrow under this Section 2.1(c).
2. Amendment of Section 8.9(e).
Section 8.9(e) is hereby amended by adding the following after
the words "Schedule 8.9(e)":
"from October 28, 1996 to the Revolving Termination
Date, up to $15,000,000 of Special Purpose Loans may
also be used for working capital purposes of the
Company."
B. REPRESENTATIONS AND WARRANTIES.
Each Borrower hereby represents and warrants to the Agent, the Banks
and the Issuing Bank that:
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 making 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 making 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 execution by the Required Banks, provided that the Agent
shall have received in form and substance satisfactory to the Agent
and the Required Banks all of the following:
1. A copy of the resolution passed by the Board of Directors of
each Borrower, certified by the Secretary or an Assistant
Secretary of such Borrower as being in full force and effect
on the date hereof, authorizing the execution, delivery and
performance of the Credit Agreement as hereby amended.
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2. A certificate of incumbency certifying the names of the
officers of the Borrower authorized to sign this Amendment,
together with the true signatures of such officers.
3. Executed counterparts of this Amendment.
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
signatures 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
according to its terms and provisions, and all references
therein or in the Exhibits to the Credit Agreement shall
henceforth 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.
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:
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Name:
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Title:
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AMERIGAS PROPANE, INC.
By:
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Name:
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Title:
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PETROLANE INCORPORATED
By:
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Name:
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Title:
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BANK OF AMERICA ILLINOIS,
as a Bank and as Issuing Bank
By:
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Name:
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Title:
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THE BANK OF NEW YORK
By:
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Name:
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Title:
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THE BANK OF TOKYO - MITSUBISHI, LTD.
By:
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Name:
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Title:
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CORESTATES BANK, N.A.
By:
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Name:
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Title:
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THE FIRST NATIONAL BANK OF BOSTON
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By:
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Name:
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Title:
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THE FIRST NATIONAL BANK OF MARYLAND
By:
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Name:
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Title:
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FIRST UNION NATIONAL BANK
By:
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Name:
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Title:
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MELLON BANK, N.A.
By:
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Name:
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Title:
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PNC BANK, NATIONAL ASSOCIATION
By:
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Name:
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Title:
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UNION BANK OF CALIFORNIA, N.A.
By:
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Name:
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Title:
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UNION BANK OF SWITZERLAND,
New York Branch
By:
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Name:
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Title:
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ACKNOWLEDGED:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By:
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Name:
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Title:
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ACKNOWLEDGED AND CONSENTED:
NORTHWEST LPG SUPPLY., LTD.,
as Guarantor
By
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Title:
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AMERIGAS PROPANE PARTS &
SERVICE, INC.,
as Guarantor
By
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Title:
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