AGREEMENT ----------National Propane Partners Lp • March 31st, 1998 • Retail-retail stores, nec
WITNESSETHCredit Agreement • August 12th, 1998 • National Propane Partners Lp • Retail-retail stores, nec • New York
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...National Propane Partners Lp • November 14th, 1996 • Retail-retail stores, nec • New York
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...National Propane Partners Lp • August 12th, 1998 • 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...National Propane Partners Lp • April 14th, 1999 • Retail-retail stores, nec • New York
EXHIBIT 10.2 SECOND CONSENT, WAIVER AND AMENDMENTNational Propane Partners Lp • March 31st, 1997 • Retail-retail stores, nec • New York
EXHIBIT 10.3National Propane Partners Lp • March 31st, 1997 • Retail-retail stores, nec • New York
GUARANTY AGREEMENTGuaranty Agreement • April 15th, 1999 • National Propane Partners Lp • Retail-retail stores, nec
BY AND AMONGPurchase Agreement • April 14th, 1999 • National Propane Partners Lp • Retail-retail stores, nec • Delaware
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...Execution Copy • March 31st, 1998 • National Propane Partners Lp • Retail-retail stores, nec • New York
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...National Propane Partners Lp • May 15th, 1997 • 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 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
betweenRegistration Agreement • November 14th, 1996 • National Propane Partners Lp • Retail-retail stores, nec • New York
AGREEMENT ---------National Propane Partners Lp • March 31st, 1998 • Retail-retail stores, nec
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...Third • March 25th, 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.,...National Propane Partners Lp • April 14th, 1999 • 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,
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...National Propane Partners Lp • March 31st, 1998 • Retail-retail stores, nec
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...National Propane Partners Lp • April 14th, 1999 • Retail-retail stores, nec
ALLONGE AMENDMENTNational Propane Partners Lp • August 12th, 1998 • Retail-retail stores, nec • New York
April 5, 1999National Propane Partners Lp • April 14th, 1999 • 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.
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...National Propane Partners Lp • August 12th, 1998 • Retail-retail stores, nec
