THIRD AMENDMENT dated as of March 23, 1998 (this "Third Amendment"), to the Credit Agreement dated as of June 26, 1996 (as amended prior to the date hereof, the "Credit Agreement"), among National Propane, L.P., a Delaware limited partnership (the...Credit Agreement • March 25th, 1998 • National Propane Partners Lp • Retail-retail stores, nec • New York
WITNESSETHCredit Agreement • August 12th, 1998 • National Propane Partners Lp • Retail-retail stores, nec • New York
GUARANTY AGREEMENTGuaranty Agreement • April 15th, 1999 • National Propane Partners Lp • Retail-retail stores, nec
400,000 Common Units NATIONAL PROPANE PARTNERS, L.P. (a Delaware partnership) Common Units Representing Limited Partner Interests PURCHASE AGREEMENT MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED November 7, 1996 400,000 Common...Purchase Agreement • November 14th, 1996 • National Propane Partners Lp • Retail-retail stores, nec • New York
EXECUTION COPY FOURTH AMENDMENT dated as of March 30, 1998 (this "Fourth Amendment"), to the Credit Agreement dated as of June 26, 1996 (as amended prior to the date hereof, the "Credit Agreement"), among National Propane, L.P., a Delaware limited...Credit Agreement • March 31st, 1998 • National Propane Partners Lp • Retail-retail stores, nec • New York
INDEMNIFICATION AGREEMENT AGREEMENT, made effective as of the 24th day of April, 1993 between National Propane Corporation, a Delaware Corporation (the "Company") and Ronald D. Paliughi (the "Indemnitee"). WHEREAS, it is essential to the Company and...Indemnification Agreement • April 14th, 1999 • National Propane Partners Lp • Retail-retail stores, nec
INDEMNIFICATION AGREEMENT AGREEMENT, made effective as of the 24th day of April, 1993 between National Propane Corporation, a Delaware Corporation (the "Company") and Peter W. May (the "Indemnitee"). WHEREAS, it is essential to the Company and its...Indemnification Agreement • April 14th, 1999 • National Propane Partners Lp • Retail-retail stores, nec
INDEMNIFICATION AGREEMENT AGREEMENT, made effective as of the 25th day of September, 1996 between National Propane Corporation, a Delaware Corporation (the "Company") and Frederick W. McCarthy (the "Indemnitee"). WHEREAS, it is essential to the...Indemnification Agreement • April 14th, 1999 • National Propane Partners Lp • Retail-retail stores, nec
Execution Copy CORPORATE SERVICES AGREEMENT THIS CORPORATE SERVICES AGREEMENT is entered into on, and effective as of, July 2, 1996 (the "Closing Date") by and between NATIONAL SALES & SERVICE, INC., a Delaware corporation ("NSSI"), and NATIONAL...Corporate Services Agreement • April 14th, 1999 • National Propane Partners Lp • Retail-retail stores, nec
AGREEMENT ----------Amended and Restated Agreement of Limited Partnership • March 31st, 1998 • National Propane Partners Lp • Retail-retail stores, nec
BY AND AMONGPurchase Agreement • April 14th, 1999 • National Propane Partners Lp • Retail-retail stores, nec • Delaware
C. DAVID WATSON Senior Vice President - Administration General Counsel National Propane Suite 1700, IES Tower 200 1st Street SE Cedar Rapids, IA 52401-1409 (319) 365-1550 (319) 298-5639 Fax March 19, 1998 Ronald R. Rominiecki 1750 42nd Street, SE...Employment Agreement • March 31st, 1998 • National Propane Partners Lp • Retail-retail stores, nec
AGREEMENTAmendment to Limited Partnership Agreement • November 14th, 1996 • National Propane Partners Lp • Retail-retail stores, nec
EXHIBIT 10.1 CONSENT, WAIVER AND AMENDMENTCredit Agreement • March 31st, 1997 • National Propane Partners Lp • Retail-retail stores, nec • New York
AMENDMENT NO. 2 TO NOTE AGREEMENTS ---------------------------------- Amendment No. 2 to Note Agreements (this "Amendment"), dated as of April 5, 1999, among National Propane Corporation, a Delaware corporation ("National Propane Corp."), National...Note Agreements • April 14th, 1999 • National Propane Partners Lp • Retail-retail stores, nec • New York
As of February 20, 1999 National Propane, L.P. Suite 1700, IES tower 200 1st Street, SE P.O. Box 2067 Cedar Rapids, IA 52401-2067 Gentlemen: Reference is made to the Credit Agreement among National Propane, L.P., the Lenders party thereto and...Credit Agreement • April 14th, 1999 • National Propane Partners Lp • Retail-retail stores, nec
Exhibit 10.1 AMENDMENT NO. 1 TO NOTE AGREEMENT AND LIMITED CONSENT Amendment No 1 to Note Agreement and Limited Consent (this "Amendment"), dated as of June 30, 1998, among National Propane Corporation, a Delaware corporation ("National Propane...Note Agreement • August 12th, 1998 • National Propane Partners Lp • Retail-retail stores, nec • New York
NATIONAL PROPANE CORPORATION IES TOWER 200 FIRST STREET, S.E., SUITE 1700 CEDAR RAPIDS, IOWA 52401 ---------------------------------------------------- June 6, 1996 Mr. Ronald D. Paliughi National Propane Corporation IES Tower 200 First Street, S.E.,...Employment Agreement • April 14th, 1999 • National Propane Partners Lp • Retail-retail stores, nec
June 6, 1996 Mr. Ronald D. Paliughi National Propane Corporation IES Tower 200 First Street, S.E., Suite 1700 Cedar Rapids, Iowa 52401 Dear Ron: Reference is made to the employment agreement dated as of April 24, 1993, as amended (the 'Employment Agreement') between you and National Propane Corporation. As we have agreed, in lieu of the provisions of the second sentence of Article I, Section 2 of the Employment Agreement, the Term (as defined in the Employment Agreement) shall be extended to January 2, 1998 and the provisions of such second sentence shall be deleted from the Employment Agreement and shall be of no further force and effect. In addition, the base salary payable to you under the Employment Agreement shall be increased to $300,000 per annum, effective June 15, 1996. Except as provided for herein, the Employment Agreement shall remain in full force and effect. If you are in agreement with the foregoing, please sign this letter in the space provided below. Very truly yours,
EXHIBIT 10.1 SECOND AMENDMENT dated as of April 22, 1997 (this 'Second Amendment'), to the Credit Agreement dated as of June 26, 1996 (as amended to the date hereof, the 'Credit Agreement'), among National Propane, L.P., a Delaware limited partnership...Credit Agreement • May 15th, 1997 • National Propane Partners Lp • Retail-retail stores, nec • New York
AGREEMENT ---------Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership • March 31st, 1998 • National Propane Partners Lp • Retail-retail stores, nec
betweenRegistration Agreement • November 14th, 1996 • National Propane Partners Lp • Retail-retail stores, nec • New York
EXHIBIT 10.2 SECOND CONSENT, WAIVER AND AMENDMENTSecond Consent, Waiver and Amendment • March 31st, 1997 • National Propane Partners Lp • Retail-retail stores, nec • New York
RECITALSCredit Agreement • March 25th, 1998 • National Propane Partners Lp • Retail-retail stores, nec • New York
ALLONGE AMENDMENTAllonge Amendment • August 12th, 1998 • National Propane Partners Lp • Retail-retail stores, nec • New York
April 5, 1999Payment Guaranty • April 14th, 1999 • National Propane Partners Lp • Retail-retail stores, nec • Delaware
As you are aware, Columbia Propane L.P. (the "Purchaser") has agreed to purchase all the outstanding units of National Propane Partners, L.P. and substantially all the outstanding units of National Propane, L.P. (after such purchase, the "Purchaser OLP") upon the terms and subject to the conditions set forth in the Purchase Agreement dated as of April 5, 1999 among the Purchaser, CP Holdings, Inc. ("Purchaser General Partner"), Columbia Propane Corporation ("Purchaser Holdings"), National Propane Partners, L.P., National Propane Corporation (the "National MGP"), National Propane SGP, Inc. and Triarc Companies, Inc. (the "Agreement"). Columbia Energy Group (the "Guarantor") is the parent of Purchaser General Partner and Purchaser Holdings.
GUARANTY AGREEMENTGuaranty Agreement • April 15th, 1999 • National Propane Partners Lp • Retail-retail stores, nec
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 • August 12th, 1998 • National Propane Partners Lp • Retail-retail stores, nec
