PWRW&G DRAFT
6/24/96
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CONVEYANCE, CONTRIBUTION AND ASSUMPTION
AGREEMENT
by and among
NATIONAL PROPANE PARTNERS, L.P.,
NATIONAL PROPANE, L.P.,
NATIONAL PROPANE CORPORATION,
and
NATIONAL PROPANE SGP, INC.
Dated as of July [ ], 1996
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TABLE OF CONTENTS
Page
----
1. Definitions................................................... 2
2. Contribution Transactions..................................... 6
2.1 Contribution to the Master Partnership.................. 6
2.2 Contribution to the Operating Partnership............... 7
2.3 Overallotment Option.................................... 8
2.4 Effect of Contributions................................. 8
2.5 Order of Contributions.................................. 9
3. Matters Relating to Debt...................................... 9
3.1 Issuance of Notes....................................... 9
3.2 Repayment of the Assumed Existing Bank Debt............. 9
3.3 The Bank Credit Facility................................ 9
4. Miscellaneous................................................. 9
4.1 Costs................................................... 9
4.2 Headings; References; Interpretation..................... 10
4.3 Successors and Assigns................................... 10
4.4 No Third Party Rights.................................... 10
4.5 Counterparts............................................. 10
4.6 Governing Law............................................ 10
4.7 Severability............................................. 11
4.8 Deed; Bill of Sale; Assignment........................... 11
4.9 Amendment or Modification................................ 11
4.10 Integration.............................................. 11
This CONVEYANCE, CONTRIBUTION AND ASSUMPTION AGREEMENT, dated as of July
__, 1996, is entered into by and among NATIONAL PROPANE PARTNERS, L.P., a
Delaware limited partnership (the "Master Partnership"), NATIONAL PROPANE, L.P.,
a Delaware limited partnership (the "Operating Partnership"), NATIONAL PROPANE
CORPORATION, a Delaware corporation (the "Managing General Partner"), and
NATIONAL PROPANE SGP, INC., a Delaware corporation and formerly known as All
Seasons Acquisition Corp. (the "Special General Partner").
RECITALS
WHEREAS, the Managing General Partner and the Special General Partner, as
the general partners, and Triarc Companies, Inc., a Delaware corporation
("Triarc"), as the organizational limited partner, have heretofore formed the
Master Partnership pursuant to the Delaware Revised Uniform Limited Partnership
Act (the "Delaware Act");
WHEREAS, the Managing General Partner and the Special General Partner each
has heretofore contributed $10.00 to the Master Partnership in exchange for a
1.0% general partner interest issued to each in the Master Partnership; and
Triarc has heretofore contributed $980.00 to the Master Partnership in exchange
for a 98.0% organizational limited partner interest in the Master Partnership;
WHEREAS, the Managing General Partner and the Special General Partner, as
the general partners and limited partners, and the Master Partnership, as
limited partner, have heretofore formed the Operating Partnership pursuant to
the Delaware Act for the purpose of acquiring, owning and operating the Assets
and the Business (as hereinafter defined);
WHEREAS, the Managing General Partner has heretofore contributed $[ ] and
the Special General Partner has heretofore contributed $[ ] to the Operating
Partnership in exchange for a 2.0956% general partner interest therein issued to
each, a __% limited partner interest therein issued to the Managing General
Partner and a __% limited partner interest therein issued to the Special General
Partner, and the Master Partnership has heretofore contributed $[ ] to the
Operating Partnership in exchange for a 0.0001% limited partner interest
therein;
WHEREAS, as of June ___, 1996, the Underwriting Agreement (as hereinafter
defined) was entered into by the parties thereto;
WHEREAS, as of the date hereof, the Public Offering was consummated and the
Master Partnership issued [ ] Common Units for total Gross Public Offering
Proceeds of $___ million;
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WHEREAS, as of the date hereof, the Managing General Partner and the
Special General Partner, as the general partners, and Triarc, as the
organizational limited partner, have entered into that certain Amended and
Restated Agreement of Limited Partnership of the Master Partnership (as it may
be amended, supplemented or restated from time to time, the "Master Partnership
Agreement");
WHEREAS, as of the date hereof, the Managing General Partner and the
Special General Partner, as the general partners and the limited partners, and
the Master Partnership, as the limited partner, have entered into that certain
Amended and Restated Agreement of Limited Partnership of the Operating
Partnership (as it may be amended, supplemented or restated from time to time,
the "Operating Partnership Agreement"); and
NOW, THEREFORE, in consideration of their mutual undertakings and
agreements hereunder, the parties to this Agreement undertake and agree as
follows:
1. Definitions.
The following capitalized terms shall have the meanings given below.
"Affiliate" means, with respect to any Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the Person in question. As used
herein, the term "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise. Notwithstanding anything contained in this definition to the
contrary, the term Affiliate, (i) with respect to the Operating Partnership and
the Master Partnership, shall not include the Managing General Partner, the
Special General Partner or Triarc (or their respective Affiliates determined
without regard to the Operating Partnership or the Master Partnership), and (ii)
with respect to the Managing General Partner, the Special General Partner or
Triarc, shall not include the Operating Partnership or the Master Partnership
(or their respective Affiliates determined without regard to the Managing
General Partner, the Special General Partner or Triarc).
"Agreement" means this Conveyance, Contribution and Assumption Agreement,
as it may be amended, supplemented or restated from time to time.
"Assumed Existing Bank Debt" means the aggregate principal amount, accrued
interest and other amounts, fees and expenses payable under the Existing Credit
Facility.
"Bank Credit Facility" means the Credit Agreement, dated as of June __,
1996, by and among the Operating Partnership and The First National Bank
3
of Boston, as administrative agent, BA Securities, Inc., as syndication agent,
and the financial institutions listed therein, providing for borrowings under
the working capital facility in an aggregate principal amount of up to $15
million and borrowings under the acquisition and expansion facility in an
aggregate principal amount of up to $40 million.
"Bank Credit Facility Expenses" means all commissions, fees and other
out-of-pocket expenses (including fees and expenses of accountants, attorneys,
consultants or other agents) incurred, paid or payable by the Operating
Partnership to the administrative agent, co-agent, syndication agent, lenders or
other Persons in connection with the Bank Credit Facility.
"Business" means the businesses currently or previously conducted by the
Managing General Partner or the Special General Partner (including any
businesses conducted by any predecessor of the Managing General Partner or the
Special General Partner).
"Common Units" means an LP Interest having the rights and obligations
specified with respect to Common Units in the Master Partnership Agreement.
"Delaware Act" has the meaning assigned to such term in the Recitals to
this Agreement.
"Effective Time" means a time mutually agreed upon among the Master
Partnership, Operating Partnership, the Special General Partner and Managing
General Partner, but not later than the effective date of the Public Offering.
"Existing Credit Facility" means the Revolving Credit and Term Loan
Agreement, dated as of October 7, 1994, as amended, among the Managing General
Partner, the Bank of New York, as Administrative Agent, certain co-agents and
the several lending institutions party thereto.
"General Partner Interest" shall mean, with respect to the Operating
Partnership or the Master Partnership, an interest in the profits, losses and
capital of the Operating Partnership or the Master Partnership, as the case may
be, that provides the holder thereof with the rights and obligations of a
general partner in accordance with the Operating Partnership Agreement or the
Master Partnership Agreement, as the case may be.
"General Partner Parties" means the Managing General Partner, the Special
General Partner and any of their Affiliates (including, without limitation,
Triarc), and (unless such Persons are Operating Partnership Parties) any of
their respective directors, shareholders, partners, members, officers,
employees, agents, consultants, customers, representatives, successors,
transferees or assignees.
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"Gross Overallotment Proceeds" means the gross proceeds received by the
Master Partnership in connection with the exercise of the Overallotment Option.
"Gross Public Offering Proceeds" means the gross proceeds received by the
Master Partnership in connection with the Public Offering (excluding any
proceeds in respect of the exercise of the Overallotment Option).
"Incentive Distribution Rights" has the meaning assigned to such term in
the Master Partnership Agreement.
"LP Interest" shall mean, with respect to the Operating Partnership or the
Master Partnership, an interest in the profits, losses and capital of the
Operating Partnership or the Master Partnership, as the case may be, that
provides the holder thereof with the rights and obligations of a limited partner
in accordance with the Operating Partnership Agreement or the Master Partnership
Agreement, as the case may be.
"Managing General Partner" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"Master Partnership" has the meaning assigned to such term in the opening
paragraph of this Agreement.
"Master Partnership Agreement" has the meaning assigned to such term in the
Recitals to this Agreement.
"Net Note Proceeds" means the $125 million in gross proceeds received by
the Managing General Partner in connection with the Note Offering, less the Note
Offering Expenses and less $59.3 million that is distributed by the Managing
General Partner to its shareholder.
"Note Offering" means the offer and sale of the Notes pursuant to the Note
Purchase Agreements.
"Note Offering Expenses" means all commissions, fees and other
out-of-pocket expenses (including fees and expenses of accountants, attorneys,
consultants or other agents) incurred, paid or payable by the Managing General
Partner or the Operating Partnership to the placement agent or other Persons in
connection with the Note Offering.
"Note Purchase Agreement(s)" means the note purchase agreements, each dated
as of June ___, 1996, between the Managing General Partner and the lenders named
therein, relating to the Note Offering, as assigned to and assumed by the
Operating Partnership.
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"Notes" means the First Mortgage Notes issued by the Managing General
Partner in the Note Offering pursuant to the Note Purchase Agreements.
"OLP Contribution and Assumption Agreement" means the OLP Contribution and
Assumption Agreement, dated as of the date hereof, among the Managing General
Partner, the Special General Partner, the Operating Partnership and National
Sales and Service, Inc. (the "Operating Partnership Subsidiary"), pursuant to
which the Managing General Partner and the Special General Partner shall convey
substantially all of their assets to the Operating Partnership and the Operating
Partnership Subsidiary.
"Operating Partnership" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"Operating Partnership Agreement" has the meaning assigned to such term in
the Recitals to this Agreement.
"Operating Partnership Parties" means the Operating Partnership and any
direct or indirect subsidiary or Affiliate of the Operating Partnership, and any
of their respective directors, shareholders, partners, members, officers,
employees, agents, consultants, customers, representatives, successors,
transferees or assignees.
"Overallotment Option" means the overallotment option granted to the
Underwriters under the Underwriting Agreement.
"Party" means each of the Persons who are signatories to this Agreement.
"Percentage Interest" has, with respect to the Operating Partnership, the
meaning assigned to such term in the Operating Partnership Agreement and, with
respect to the Master Partnership, the meaning assigned to such term in the
Master Partnership Agreement.
"Person" means an individual, corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization, association,
government agency or political subdivision thereof or other entity.
"Public Offering" means the initial public offering by the Master
Partnership of up to [7,119,047] Common Units (including [928,511] Common Units
issuable upon exercise of the Overallotment Option).
"Public Offering Expenses" means all underwriting discounts, commissions,
fees and other out-of-pocket expenses (including fees and expenses of
accountants, attorneys, printers, consultants or other agents) incurred, paid,
payable
6
or provided by the Operating Partnership to the Underwriters or other Persons in
connection with the Public Offering.
"Representatives" means Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation, Jamey Montgomery Scott
Inc., Raucher Pierce Refsnes, Inc. and The Robinson-Humphrey Company, Inc. as
the representatives for the Underwriters.
"Special General Partner" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"Subordinated Units" means a General Partner Interest having the rights and
obligations specified with respect to Subordinated Units in the Master
Partnership Agreement.
"Transaction Documents" means this Agreement, the OLP Contribution and
Assumption Agreement, the Underwriting Agreement, the Master Partnership
Agreement, the Operating Partnership Agreement, the Subsidiary Services
Agreement, the Note Purchase Agreements and the Bank Credit Facility.
"Underwriters" means the several Underwriters listed in Schedule I to the
Underwriting Agreement.
"Underwriting Agreement" means the Purchase Agreement dated as of June [ ],
1996, by and among the Master Partnership, the Operating Partnership, the
Managing General Partner, the Special General Partner, and each of the
Representatives, as representatives of the Underwriters, relating to the Public
Offering.
2. Contribution Transactions.
2.1 Contribution to the Master Partnership. Immediately after the
completion of the transactions provided for in OLP Contribution and Assumption
Agreement,
(a) the Managing General Partner hereby grants, contributes,
bargains, sells, conveys, assigns, transfers, sets over and delivers to the
Master Partnership, its successors and assigns, for its and their own use
forever, all of its right, title and interest in and to its LP Interest in the
Operating Partnership with a Percentage Interest in the Operating Partnership
equal to ____%, in exchange for (i) maintaining its unsubordinated General
Partner Interest in the Master Partnership with a Percentage Interest of 1.0%,
(ii) 4,533,638 Subordinated Units, (iii) the Incentive Distribution Rights and
(iv) other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged; and
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(b) the Special General Partner hereby grants, contributes,
bargains, sells, conveys, assigns, transfers, sets over and delivers to the
Master Partnership, its successors and assigns, for its and their own use
forever, all of its right, title and interest in and to its LP interest in the
Operating Partnership with a Percentage Interest in the Operating Partnership
equal to ____%, in exchange for maintaining its unsubordinated General Partner
Interest in the Master Partnership with a Percentage Interest of 1.0% and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.
TO HAVE AND TO HOLD the LP Interests in the Operating Partnership unto the
Master Partnership, its successors and assigns, together with all and singular
the rights and appurtenances thereto in any way belonging, subject, however, to
the terms and conditions stated in this Agreement, forever.
2.2 Contribution to the Operating Partnership.
(a) Immediately after the completion of the transactions
provided for in Section 2.1 and the Public Offering, the Master Partnership
hereby grants, contributes, bargains, sells, conveys, assigns, transfers, sets
over and delivers to the Operating Partnership, its successors and assigns, for
its and their own use forever, all of its right, title and interest in and to
the Gross Public Offering Proceeds in exchange for (A) the consideration stated
in Section 2.2(b) and (B) other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and
TO HAVE AND TO HOLD the Gross Public Offering Proceeds unto the Operating
Partnership, its successors and assigns, together with all and singular the
rights and appurtenances thereto in any way belonging, subject, however, to the
terms and conditions stated in this Agreement, forever.
(b) In consideration for the contribution of the Gross Public
Offering Proceeds to the Operating Partnership, the Operating Partnership (i)
hereby increases the Percentage Interest of the LP Interest in the Operating
Partnership held by the Master Partnership to 97.9798% and (ii) agrees to duly
and timely pay, perform and discharge the Public Offering Expenses.
(c) Upon completion of the contributions referred to in paragraph
(a) above, Triarc shall withdraw as organizational limited partner of the
Operating Partnership and (i) the Percentage Interest of the Master
Partnership's LP Interest in the Operating Partnership shall equal 97.9798%,
(ii) the Percentage Interest of the Managing General Partner's General Partner
Interest in the Operating Partnership shall equal 1.0101% and (iii) the
Percentage Interest of the Special General Partner's General Partner Interest in
the Operating Partnership shall equal 1.0101%.
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2.3 Overallotment Option.
(a) Upon exercise of the Overallotment Option, each Underwriter
shall contribute to the Master Partnership cash in an amount equal to the
purchase price for the Common Units so purchased in exchange for the issuance by
the Master Partnership of such Common Units, as more fully provided in and
pursuant to the Master Partnership Agreement; provided however, that the
Percentage Interest of the unsubordinated General Partner Interest in the Master
Partnership held by each of the Managing General Partner and the Special General
Partner shall nonetheless immediately thereafter remain 1.0%.
(b) Upon exercise of the Overallotment Option, the Master
Partnership shall contribute to the Operating Partnership the Gross
Overallotment Proceeds in exchange for the assumption by the Operating
Partnership of the obligation to duly and timely pay, perform and discharge the
Public Offering Expenses related thereto and for other good and valuable
consideration, the receipt and sufficiency are hereby acknowledged; provided
however, that the Percentage Interest of the General Partner Interest in the
Operating Partnership held by each of the Managing General Partner and the
Special General Partner shall nonetheless immediately thereafter remain 1.0101%
and the Percentage Interest of the Master Partnership's LP Interest in the
Operating Partnership shall nonetheless immediately thereafter remain 97.9798%.
2.4 Effect of Contributions. The contributions provided for in this
Section 2 and in the OLP Contribution and Assumption Agreement shall be
effective for all purposes as of the Effective Time in the order described in
Section 2.5. At the Effective Time, and after giving effect to all of the
transactions contemplated by this Section 2, the OLP Contribution and Assumption
Agreement and the other Transaction Documents, (a) the Managing General Partner
shall own (i) a General Partner Interest in the Operating Partnership with a
Percentage Interest of 1.0101% and (ii) an unsubordinated General Partner
Interest in the Master Partnership with a Percentage Interest of 1.0%, (iii)
4,533,638 Subordinated Units, and (iv) the Incentive Distribution Rights (b) the
Special General Partner shall own (i) a General Partner Interest in the
Operating Partnership with a Percentage Interest of 1.0101% and (ii) an
unsubordinated General Partner Interest in the Master Partnership with a
Percentage Interest of 1.0% and (c) the Master Partnership shall own an LP
Interest in the Operating Partnership with a Percentage Interest of 97.9798%.
2.5 Order of Contributions. The transactions described in Section 2.1
shall occur immediately after completion of the transactions contemplated in the
OLP Contribution and Assumption Agreement and the Public Offering. The
transactions described in Section 2.2 shall occur immediately after completion
of the transactions described in Section 2.1.
9
3. Matters Relating to Debt.
3.1 Issuance of Notes. Immediately prior to the transactions provided
for in Section 2.1 and in the OLP Contribution and Assumption Agreement, the
First Mortgage Notes shall have been issued by the Managing General Partner.
3.2 Repayment of the Assumed Existing Bank Debt. Immediately after the
completion of the transactions provided for in the OLP Contribution and
Assumption Agreement and immediately prior to the transactions provided for in
Section 2.2, the Operating Partnership shall repay in full the Assumed Existing
Bank Debt in the following manner: (i) $30 million of the Net Note Proceeds will
be used by the Operating Partnership to repay Assumed Existing Bank Debt
evidenced by the Refunding Notes (as defined in Existing Credit Facility), (ii)
the remainder of such Net Note Proceeds will be used to repay other Assumed
Existing Bank Debt, and (iii) a portion of the Gross Public Offering Proceeds
(net of the Public Offering Expenses) will be used to repay any Assumed Existing
Bank Debt not repaid under clauses (i) and (ii).
3.3 The Bank Credit Facility. Immediately after the completion of the
transactions provided for in Section 2 (other than Section 2.3), the Bank Credit
Facility shall become effective.
4. Miscellaneous.
4.1 Costs.
(a) The Operating Partnership shall be responsible for and shall
pay all Note Offering Expenses incurred prior to, as of or after the Effective
Time. Such payment shall be made by the Operating Partnership directly to any
obligee in respect of such expenses.
(b) The Operating Partnership shall be responsible for and shall
pay all Public Offering Expenses incurred prior to, as of or after the Effective
Time. Such payment shall be made by the Operating Partnership or its
subsidiaries directly to any obligee in respect of such expenses.
(c) The Operating Partnership shall be responsible for and shall
pay all Bank Credit Facility Expenses incurred prior to, as of or after the
Effective Time. Such payment shall be made by the Operating Partnership directly
to any obligee in respect of such expenses.
(d) If the Managing General Partner, the Special General Partner
or any of their Affiliates have paid any expenses, fees, costs or taxes that are
the responsibility of the Operating Partnership pursuant to clauses (a), (b) or
10
(c) above, then the Operating Partnership shall reimburse the Managing General
Partner, the Special General Partner or such Affiliate promptly upon request
therefor.
4.2 Headings; References; Interpretation. All Article and Section
headings in this Agreement are for convenience only and shall not be deemed to
control or affect the meaning or construction of any of the provisions hereof.
The words "hereof," "herein" and "hereunder" and words of similar import, when
used in this Agreement, shall refer to this Agreement as a whole, including,
without limitation, all Schedules and Exhibits attached hereto, and not to any
particular provision of this Agreement. All references herein to Sections,
Schedules and Exhibits shall, unless the context requires a different
construction, be deemed to be references to the Sections of this Agreement and
the Schedules and Exhibits attached hereto, and all such Schedules and Exhibits
attached hereto are hereby incorporated herein and made a part hereof for all
purposes. All personal pronouns used in this Agreement, whether used in the
masculine, feminine or neuter gender, shall include all other genders, and the
singular shall include the plural and vice versa. The use herein of the word
"including" following any general statement, term or matter shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "without limitation," "but
not limited to," or words of similar import) is used with reference thereto, but
rather shall be deemed to refer to all other items or matters that could
reasonably fall within the broadest possible scope of such general statement,
term or matter. Except as otherwise expressly provided herein, any reference in
this Agreement to any Transaction Document shall mean such document as amended,
restated, supplemented or otherwise modified from time to time.
4.3 Successors and Assigns. The Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and assigns.
4.4 No Third Party Rights. The provisions of this Agreement are not
intended to and do not create rights in any other Person or confer upon any
other Person any benefits, rights or remedies and no Person is or is intended to
be a third party beneficiary of any of the provisions of this Agreement.
4.5 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.
4.6 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of New York without regard to
the conflicts of law principles thereof.
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4.7 Severability. If any of the provisions of this Agreement are held
by any court of competent jurisdiction to contravene, or to be invalid under,
the laws of any political body having jurisdiction over the subject matter
hereof, such contravention or invalidity shall not invalidate the entire
Agreement. Instead, this Agreement shall be construed as if it did not contain
the particular provision or provisions held to be invalid, and an equitable
adjustment shall be made and necessary provision added so as to give effect to
the intention of the parties as expressed in this Agreement at the time of
execution of this Agreement.
4.8 Deed; Bill of Sale; Assignment. To the extent required by
applicable law, this Agreement shall also constitute a "deed," "bill of sale" or
"assignment" of the Assets.
4.9 Amendment or Modification. This Agreement may be amended or
modified, or any provision waived or rescinded, from time to time only by the
written agreement of the Parties directly bound by, or benefited from, the
provisions in respect of which such amendment, modification, waiver or
rescission is sought.
4.10 Integration. This Agreement supersedes all previous
understandings or agreements between the parties, whether oral or written, with
respect to its subject matter. This Agreement and the Transaction Documents
constitute an integrated agreement which contain the entire understanding of the
parties. No understanding, representation, promise or agreement, whether oral or
written, is intended to be or shall be included in or form part of this
Agreement or the Transaction Documents unless it is contained in a written
amendment hereto executed by the parties hereto after the date of this
Agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.
NATIONAL PROPANE PARTNERS, L.P.
By: National Propane Corporation,
its Managing General Partner
By:____________________________________
Name:
Title:
ATTEST: By:____________________________________
Name:
Title:
NATIONAL PROPANE, L.P.
By: National Propane Corporation,
its Managing General Partner
By:____________________________________
Name:
Title:
ATTEST: By:____________________________________
Name:
Title:
13
NATIONAL PROPANE CORPORATION
By:____________________________________
Name:
Title:
ATTEST: By:____________________________________
Name:
Title:
NATIONAL PROPANE SGP, INC.
By:____________________________________
Name:
Title:
ATTEST: By:____________________________________
Name:
Title:
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On this _____ day of _______________, 1996, before me, a Notary Public in
and for said state, personally appeared ________________________, who being by
me duly sworn did say that he is the ____________________________ of NATIONAL
PROPANE CORPORATION, a Delaware corporation, and that the within instrument was
signed in behalf of said corporation and acknowledged said instrument to be the
free act and deed of said corporation for the purposes therein stated.
IN WITNESS WHEREOF, I have hereunto set my and affixed my official seal,
the day and year last above written.
______________________________________
Printed Name:_________________________
Notary Public in and for said State
Commissioned in_______________________
County
[SEAL]
My commission expires:
_______________________
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On this _____ day of _______________, 1996, before me, a Notary Public in
and for said state, personally appeared ________________________, who being by
me duly sworn did say that he is the ____________________________ of National
Propane Corporation, the Managing General Partner of NATIONAL PROPANE, L.P., a
Delaware limited partnership, and that the within instrument was signed in
behalf of said corporation and acknowledged said instrument to be the free act
and deed of said corporation for the purposes therein stated.
IN WITNESS WHEREOF, I have hereunto set my and affixed my official seal,
the day and year last above written.
______________________________________
Printed Name:_________________________
Notary Public in and for said State
Commissioned in_______________________
County
[SEAL]
My commission expires:
_______________________
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On this _____ day of _______________, 1996, before me, a Notary Public in
and for said state, personally appeared ________________________, who being by
me duly sworn did say that he is the ____________________________ of National
Propane Corporation, the managing general partner of NATIONAL PROPANE PARTNERS,
L.P., a Delaware limited partnership, and that the within instrument was signed
in behalf of said corporation and acknowledged said instrument to be the free
act and deed of said corporation for the purposes therein stated.
IN WITNESS WHEREOF, I have hereunto set my and affixed my official seal,
the day and year last above written.
______________________________________
Printed Name:_________________________
Notary Public in and for said State
Commissioned in_______________________
County
[SEAL]
My commission expires:
_______________________
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On this _____ day of _______________, 1996, before me, a Notary Public in
and for said state, personally appeared ________________________, who being by
me duly sworn did say that he is the ____________________________ of NATIONAL
PROPANE SGP, INC., a Delaware corporation, and that the within instrument was
signed in behalf of said corporation and acknowledged said instrument to be the
free act and deed of said corporation for the purposes therein stated.
IN WITNESS WHEREOF, I have hereunto set my and affixed my official seal,
the day and year last above written.
______________________________________
Printed Name:_________________________
Notary Public in and for said State
Commissioned in_______________________
County
[SEAL]
My commission expires:
_______________________