AMENDMENT NO. 3 TO SUPPLEMENT A
TO LOAN AND SECURITY AGREEMENT
February 13, 1996
Empire Gas Corporation
1700 South Jefferson Street
Lebanon, Missouri 65536
Attention: Ms. Valeria Schall
Ladies and Gentlemen:
Reference is made to the Loan and Security
Agreement dated as of June 29, 1994 among Empire Gas
Corporation ("Borrower"), the Lenders party thereto (the
"Lenders") and Bank of America Illinois, f/k/a
Continental Bank, f/k/a Continental Bank N.A., as a
Lender and as Agent for the Lenders, as amended through
the date hereof (the "Loan Agreement"). Unless otherwise
defined herein, capitalized terms used herein shall have
the meanings ascribed to such terms in the Loan
Agreement.
Borrower has requested that Lenders agree to
amend the Interest Coverage Ratio contained in Section
6.3 of Supplement A to the Loan Agreement, retroactive to
December 31, 1995. Lenders have agreed to the foregoing
request on the following terms and conditions:
1. Amendment to Supplement A. The first
paragraph of Section 6.3 of Supplement A is hereby
amended and restated in its entirety, retroactively
effective as of December 31, 1995, as follows:
"6.3 Interest Coverage Ratio. Borrower
will not permit the ratio ("Interest Coverage
Ratio") of (a) net earnings before interest
expense, income tax expense, depreciation and
amortization to (b) cash interest expense in
respect of Indebtedness under the Agreement, in
respect of the Senior Notes, in respect of
Subordinated Debt and in respect of Acquisition
Indebtedness, in each case measured on the last
day of any calendar month in any period set
forth below, calculated for the 12 months
ending on such date, and determined for
Borrower and its Subsidiaries on a consolidated
basis, and in accordance with GAAP, to be less
than the ratio set forth below opposite such
period:
Interest Coverage
Period Ratio
December 31, 1995 through and 0.82:1.0
including March 30, 1996
March 31, 1996 through and 1.00:1.0
including June 29, 1996
June 30, 1996 and thereafter 1.35:1.0"
2. Scope. This Amendment No. 3 to Supplement
A to Loan and Security Agreement ("Amendment") shall have
the effect of amending the Loan Agreement, Supplement A
and the Related Agreements as appropriate to express the
agreements contained herein. In all other respects, the
Loan Agreement, Supplement A and the Related Agreements
shall remain in full force and effect in accordance with
their respective terms.
3. Condition to Effectiveness. This Amendment
No. 3 to Supplement A to Loan and Security Agreement
shall be effective immediately upon the execution of this
Amendment No. 3 to Supplement A to Loan and Security
Agreement by BAI, on behalf of the Lenders, acceptance
hereof by Borrower and each other Obligor, and delivery
hereof to BAI at 231 South LaSalle Street, Chicago,
Illinois 60697, Attention: Mark Cordes, on or prior to
February 14, 1996.
Very truly yours,
BANK OF AMERICA ILLINOIS,
f/k/a CONTINENTAL BANK,
f/k/a CONTINENTAL BANK N.A.,
ON BEHALF OF LENDERS
By /s/ John P. Hesselmann
__________________________
Its Sr. Vice President
Acknowledged and agreed to this
15th day of February, 1996.
EMPIRE GAS CORPORATION
By /s/ Valeria Schall
_______________________
Its Vice President
Acknowledgment and Acceptance of Guarantors
Each of the undersigned is a party to the
Master Corporate Guaranty dated June 29, 1994 in favor of
BAI, as Agent for itself and Lenders (the "Guaranty"),
pursuant to which each of the undersigned has guaranteed
the Obligations of Borrower under the Loan Agreement.
Each of the undersigned hereby acknowledges receipt of
the foregoing and Amendment No. 3 to Supplement A to Loan
and Security Agreement ("Amendment"), accepts and agrees
to be bound by the terms thereof, ratifies and confirms
all of its obligations under the Guaranty, and agrees
that the Guaranty shall continue in full force and effect
as to it, notwithstanding such Amendment.
Acknowledged and Agreed to this
15th day of February, 1996.
EACH OF THE SUBSIDIARIES OF EMPIRE
GAS CORPORATION LISTED ON EXHIBIT
ATTACHED HERETO
By /s/ Valeria Schall
_________________________________
Vice President of each Subsidiary