EXHIBIT 10.18.2
AMENDMENT AGREEMENT
This Amendment Agreement (this "Agreement"), dated as of January 5,
2001, is entered into by and among the following:
1. Heritage Propane Partners, L.P., a Delaware limited
partnership ("Heritage MLP"); and
2. James E. Bertelsmeyer and Donna C. Bertelsmeyer, as Tenants by
the Entireties; H. Michael Krimbill; R. C. Mills; G. A. Darr;
The Beth Elise Bertelsmeyer Snapp Trust; The Amy Renee
Bertelsmeyer Trust; The John D. Capps Trust; J. Charles
Sawyer; Bill W. Byrne; Robert K Blackman; Byron Jay Cook;
Blaine L. Cronn; Mark A. Darr; Larry J. Lindsey; Ray S.
Parsons; Charles B. Pass; Kermit V. Jacobsen; Thomas H. Rose;
C. H. Timberlake, III; Curtis L. Weishahn; William V. Cody;
James C. Hamilton, II; and Jack McKeehan (collectively, the
"Former GP Stockholders").
RECITALS
Each of the Former GP Stockholders has purchased Common Units of
Heritage MLP and/or Class B Subordinated Units of limited partner interests from
Heritage MLP pursuant to the terms of a Subscription Agreement dated June 15,
2000 and amended as of August 10, 2000 (the "Subscription Agreement").
The Parties desire to amend the timing of voting obligations with
respect to the unitholders' vote(s) for approval of the conversion of the Class
B Subordinated Units to Common Units (the "Conversion").
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, the parties hereto agree as follows:
A. DEFINED TERMS. As used in this Amendment Agreement, each capitalized
term used herein, but not defined, has the meaning given to it in the
Subscription Agreement.
B. The Parties agree to amend Section 5.3 of the Subscription Agreement
to postpone the preparation and filing with the Securities and Exchange
Commission of a proxy for the Conversion until a date no later than October 1,
2001, and further agree to defer the date of the increased distribution rights
of the holders of the Class B Subordinated Units until December 31, 2001, and
consent to the amendment of the Heritage MLP Partnership Agreement in the form
of Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of
Heritage Propane Partners, L.P. in the form of Exhibit "A" attached hereto and
incorporated herein by reference.
C. This Amendment Agreement may be executed by the parties hereto
individually, or in any combination of the parties hereto in several
counterparts, all of which taken together shall constitute one and the same
Amendment Agreement.
D. Except as amended hereby, all of the representations, warranties,
provisions, covenants, terms and conditions of the Subscription Agreement shall
remain unaltered and in full force and effect and the Subscription Agreement, as
amended hereby, is in all respects agreed to, ratified and confirmed by the
parties hereto.
E. Upon the effectiveness of this Amendment Agreement, each reference
in the Subscription Agreement and in other documents describing or referencing
the Subscription Agreement to "this Agreement," "hereunder," "hereof," "herein,"
or words of like import referring to such Subscription Agreement, shall mean and
be a reference to such Subscription Agreement as amended hereby.
AGREED to as of January 5, 2001.
Heritage MLP HERITAGE PROPANE PARTNERS, L.P.,
A DELAWARE LIMITED PARTNERSHIP
BY: HERITAGE HOLDINGS, INC.
ITS GENERAL PARTNER
By:
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Name:
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Title:
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Former GP Stockholders By:
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James E. Bertelsmeyer
By:
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Donna C. Bertelsmeyer
By:
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H. Michael Krimbill
By:
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R. C. Mills
By:
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G. A. Darr
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The Beth Elise Bertelsmeyer Snapp Trust
By:
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Beth Elise Bertelsmeyer Snapp,
as Co-Trustee
By:
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Amy Rene Bertelsmeyer Westbrock,
as Co-Trustee
The Amy Rene Bertelsmeyer Trust
By:
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Amy Rene Bertelsmeyer Westbrock,
as Co-Trustee
By:
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Beth Elise Bertelsmeyer Snapp,
as Co-Trustee
The John D. Capps Trust
By:
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Estelle A. Capps, as Trustee
By:
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J. Charles Sawyer
By:
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Bill W. Byrne
By:
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Robert K. Blackman
By:
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Byron Jay Cook
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By:
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Blaine L. Cronn
By:
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Mark A. Darr
By:
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Larry J. Lindsey
By:
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Ray S. Parsons
By:
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Charles B. Pass
By:
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Kermit V. Jacobsen
By:
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Thomas H. Rose
By:
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C. H. Timberlake, III
By:
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Curtis L. Weishahn
By:
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William V. Cody
By:
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James C. Hamilton, II
By:
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Jack McKeehan
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