AMENDMENT NO. 4 TO
LOAN AND SECURITY AGREEMENT
December __, 1996
All Star Gas Corporation, f/k/a
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 All Star Gas
Corporation, f/k/a Empire Gas Corporation ("Borrower"),
the Lenders party thereto ("Lenders") and Bank of America
Illinois, f/k/a Continental Bank, f/k/a Continental Bank
N.A., as Lender and as Agent for the Lenders ("BAI"), 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 Requisite Lenders
agree to amend the Loan Agreement in order to increase
the maximum amount of aggregate cash consideration that
may be paid in any twelve month period in connection with
Permitted Acquisitions. Requisite Lenders have agreed to
do so, on the terms and conditions contained herein.
Therefore, the parties hereto agree as follows:
1. Amendment to Loan Agreement. Clause (b)
of the definition of the term "Permitted Acquisition"
contained in Section 1.1 of the Loan Agreement is hereby
amended and restated in its entirety, as follows:
"(b) total cash consideration paid for
such Acquisition, together with the cash
consideration paid for all other Permitted
Acquisitions consummated in the immediately
preceding twelve month period, does not exceed
$6,000,000 in the aggregate;"
2. Scope. This Amendment No. 4 to Loan and
Security Agreement (the "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. Conditions to Effectiveness. This
Amendment shall be effective immediately upon the
execution of this Amendment by BAI, on behalf of the
Requisite Lenders, acceptance hereof by Borrower and each
other Obligor, and delivery hereof to BAI at 231 South
LaSalle Street, Chicago, Illinois 60697, Attention: Mr.
Mark Cordes, on or prior to December __, 1996.
Very truly yours,
BANK OF AMERICA ILLINOIS,
f/k/a CONTINENTAL BANK,
f/k/a CONTINENTAL BANK
N.A., AS AGENT ON BEHALF OF
REQUISITE LENDERS
By_________________________
Its______________________
Acknowledges and agreed to this
____ day of December, 1996
ALL STAR GAS CORPORATION, f/k/a
EMPIRE GAS CORPORATION
By /s/ Mark Castaneda
Its V.P. Finance
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 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 ____ day of December, 1996.
EACH OF THE SUBSIDIARIES OF ALL
STAR GAS CORPORATION f/k/a
EMPIRE GAS CORPORATION, LISTED
ON EXHIBIT A ATTACHED HERETO
By /s/ Valeria Schall
Vice President of each
Subsidiary