Exhibit 10.2
AMENDMENT NO. 1 TO 8.54% FIRST MORTGAGE NOTES
Amendment No. 1 (this "Amendment"), dated as of June 30, 1998, among
National Propane, L.P., a Delaware limited partnership (the "Company") and the
holders (the "Holders") of the Company's 8.54% First Mortgage Notes due June
30, 2010 in the aggregate principal amount of $125,000,000, (the "Notes"), to
the Notes issued pursuant to the separate Note Agreements (the "Note
Agreement"), dated as of June 26, 1996, as amended, among the Company, National
Propane SGP, Inc., National Propane Corporation and the purchasers of the Notes
listed in the Schedule of Purchasers attached thereto. Capitalized terms used
herein without definition shall have the respective meanings assigned thereto in
the Note Agreement.
The parties hereto have agreed, subject to the terms and conditions
hereof, to amend the Notes as provided herein.
In consideration of the mutual agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Amendment to Notes. Each Note is hereby amended to provide that,
commencing on March 30, 1999, interest on the unpaid balance of the principal
amount of such Note shall be paid quarterly on each March 30, June 30, September
30 and December 30.
2. Conditions Precedent. This Amendment shall become effective as of
June 30, 1998, upon the satisfaction of the following conditions precedent (the
"Effective Time"):
(a) Each of the Holders, or their special counsel,
shall have received counterparts of the Amendment to the Bank
Credit Facilities (the "Bank Amendment") attached as Exhibit B
to Amendment No. 1 to Note Agreement and Limited Consent dated
as of June 30, 1998 ("Amendment No. 1 to Note Agreement"),
duly executed and delivered by each of the parties thereto,
which Bank Amendment shall be in full force and effect.
(b) The Amendment No. 1 to Note Agreement shall have
been executed by the Company and the Required Holders.
(c) This Amendment shall have been executed by the
Company and all of the Holders.
3. Continuing Effect: No Other Amendments. Except as expressly amended
hereby, all of the terms and provisions of the Notes are and shall remain in
full force and effect. The amendments contained herein shall not constitute an
amendment of any other provision of the Notes.
4. Successors and Assigns. This Amendment shall be binding upon, inure
to the benefit of and be enforceable by the respective successors and assigns of
the parties hereto, whether so expressed or not, and, in particular, shall inure
to the benefit of and be enforceable by an holder or holders at the time of any
Notes.
5. GOVERNING LAW. THIS AMENDMENT HAS BEEN EXECUTED IN THE CITY OF NEW
YORK, STATE OF NEW YORK, UNITED STATES OF AMERICA AND SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF
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NEW YORK.
6. Expenses. The Company shall pay all reasonable out-of-pocket
expenses actually incurred by the Holders in connection with the preparation,
review, negotiation, execution, delivery and enforcement of this Amendment,
including, but not limited to, the reasonable fees and disbursements of counsel.
7. Counterparts. This 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date first above
written.
NATIONAL PROPANE, L.P.
By: NATIONAL PROPANE CORPORATION,
its managing general partner
By: Ronald R. Rominiecki
--------------------
Ronald R. Rominiecki
President and Chief Operating Officer
By: NATIONAL PROPANE SGP, INC.,
its special general partner
By: Ronald R. Rominiecki
--------------------
Ronald R. Rominiecki
President and Chief Operating Officer
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: CIGNA INVESTMENTS, INC.
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By: James G. Schelling
------------------
James G. Schelling
Managing Director
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY, on behalf of
Separate Account 66
By: CIGNA INVESTMENTS, INC.
By: James G. Schelling
------------------
James G. Schelling
Managing Director
LIFE INSURANCE COMPANY OF
NORTH AMERICA
By: CIGNA INVESTMENTS, INC.
By: James G. Schelling
------------------
James G. Schelling
Managing Director
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: Gary A. Poliner
---------------
Gary A. Poliner
Its Authorized Representative
PRINCIPAL MUTUAL LIFE
INSURANCE COMPANY
By: Clint Woods
-----------
Clint Woods
Counsel
By: Christopher J. Henderson
------------------------
Christopher J. Henderson
Counsel
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KEYPORT LIFE INSURANCE COMPANY
By: STEIN ROE & FARNHAM,
INCORPORATED, as agent
By: Richard A. Hegwood
----------------------------
Richard A. Hegwood
Senior Vice President
GENERAL AMERICAN LIFE
INSURANCE COMPANY
By: CONNING ASSET MANAGEMENT
By: Laura R. Caro
-------------
Laura R. Caro
Conning Asset Management Company
TMG LIFE INSURANCE COMPANY
By: THE MUTUAL GROUP (U.S.), INC.,
its agent
By: Constance L. Keller
-------------------
Constance L. Keller
Director, Private Placements
By: Michael J. Steppe
-----------------
Michael J. Steppe
Senior Vice President
SECURITY LIFE OF DENVER
INSURANCE COMPANY
By: ING INVESTMENT MANAGEMENT LLC,
its agent
By: Fred C. Smith
-------------
Fred C. Smith
SVP and Managing Director
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MIDWESTERN UNITED LIFE
INSURANCE COMPANY
By: ING INVESTMENT MANAGEMENT LLC,
its agent
By: Fred C. Smith
-------------
Fred C. Smith
SVP and Managing Director
PEERLESS INSURANCE COMPANY
By: ING INVESTMENT MANAGEMENT LLC,
its agent
By: Fred C. Smith
-------------
Fred C. Smith
SVP and Managing Director
NORTHERN LIFE INSURANCE COMPANY
By: James V. Wittich
----------------
James V. Wittich
Assistant Treasurer
RELIASTAR LIFE INSURANCE COMPANY
F/K/A
NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY
By: James V. Wittich
----------------
James V Wittich
Authorized Representative
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: Loren S. Archibald
------------------
Loren S. Archibald
Managing Director, Private Placements
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PACIFIC MUTUAL LIFE
INSURANCE COMPANY
By: Diane W. Dales
--------------
Diane W. Dales
Assistant Vice President
By: Peter S. Fiek
-------------
Peter S. Fiek
Assistant Secretary
JEFFERSON PILOT LIFE INSURANCE COMPANY
By: Robert E. Whalen, II
--------------------
Robert E. Whalen, II
Second Vice President
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln Investment Management, Inc.,
Its Attorney In Fact
By: J. Steven Staggs
----------------
J. Steven Staggs
Vice President
LINCOLN LIFE & ANNUITY COMPANY
OF NEW YORK
By: Lincoln Investment Management, Inc.,
Its Attorney In Fact
By: J. Steven Staggs
----------------
J. Steven Staggs
Vice President
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