Exhibit 10.6 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 5, 1997 (this "Amendment"), amends the Credit Agreement, dated as of December 11, 1996 (the "Credit Agreement"), between Cornerstone Propane,...Credit Agreement • September 29th, 1997 • Cornerstone Propane Partners Lp • Retail-retail stores, nec
EXHIBIT 10.14 GUARANTY AGREEMENT Dated as of June 30, 2000Guaranty Agreement • September 28th, 2000 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • New York
travel to Cornerstone's, the Partnerships', and the Additional Companies' market areas, including the Parent's facilities, in connection with the performance of his duties hereunder and that Executive may be requested by Cornerstone, with Executive's...Employment Agreement • November 16th, 1998 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • Delaware
This Employment Agreement ("Agreement"), effective July 1, 1998, is entered into by and between ______________, an individual ("Executive"), and Cornerstone Propane GP, Inc. ("Cornerstone") and supersedes any existing employment agreements between the parties. RECITALS: A. The business purpose of Cornerstone is to serve as the managing general partner of Cornerstone Propane Partners, L. P., a Delaware limited partnership, and Cornerstone Propane, L. P., a Delaware limited partnership (collectively the "Partnerships"). B. Executive will provide management services to Cornerstone and the Partnerships, and, in addition, to all propane distribution and related companies and businesses ("Additional Companies") in which Cornerstone or the Partnerships may directly or indirectly hold a majority voting or equity interest after the effective date of this Agreement. C. It is contemplated, but not required, by Cornerstone and Executive that Executive will also provide management services to propa
CORNERSTONE PROPANE PARTNERS, L.P. 1,725,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT January 8, 1998 Morgan Stanley & Co. Incorporated PaineWebber Incorporated c/o Morgan Stanley & Co. Incorporated 1585 Broadway New...Cornerstone Propane Partners Lp • January 12th, 1998 • Retail-retail stores, nec • New York
This Employment Agreement ("Agreement") effective May 1, 1997 is entered into by and between _________________, an individual ("Executive"), and Cornerstone Propane GP, Inc., a California corporation ("Cornerstone"). RECITALS: --------- A. The...Employment Agreement • February 13th, 1998 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • Delaware
FORM OFEmployment Agreement • December 6th, 1996 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • Delaware
Exhibit 10.7 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 30, 1997 (this "Amendment"), amends the Credit Agreement, dated as of December 11, 1996 (as heretofore amended, the "Credit Agreement"),...Credit Agreement • September 29th, 1997 • Cornerstone Propane Partners Lp • Retail-retail stores, nec
DEFERRED COMPENSATION PLANCornerstone Propane Partners Lp • February 16th, 1999 • Retail-retail stores, nec
UNDERWRITING AGREEMENT DECEMBER 7, 1998Underwriting Agreement • December 23rd, 1998 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • New York
FORM OFCredit Agreement • December 6th, 1996 • Cornerstone Propane Partners Lp • Retail-retail stores, nec
EXHIBIT 4.3 [EXECUTION COPY] WARRANT AND REGISTRATION RIGHTS AGREEMENTWarrant and Registration Rights Agreement • November 14th, 2000 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • New York
EXHIBIT 10.10 CORNERSTONE PROPANE PARTNERS, L.P. CORNERSTONE PROPANE GP, INC. SYN INC. 432 Westridge Drive, Watsonville, California 95076Cornerstone Propane Partners Lp • September 28th, 1999 • Retail-retail stores, nec
EXHIBIT 10.5 FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into by and between ____________________________, an individual ("Executive"), and Cornerstone Propane GP, Inc., a California corporation...Employment Agreement • April 4th, 1997 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • Delaware
EXHIBIT 1.1 ------------------------------------------------------------------- ------------- ----------------------------------------------------------------- --------------- CORNERSTONE PROPANE PARTNERS, L.P. --------------- COMMON UNITS...Cornerstone Propane Partners Lp • October 14th, 1998 • Retail-retail stores, nec • New York
DRAFT 12/03/96 CORNERSTONE PROPANE PARTNERS, L.P. 8,540,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT December ___, 1996Cornerstone Propane Partners Lp • December 6th, 1996 • Retail-retail stores, nec • New York
GUARANTY AGREEMENT by NORTHWESTERN CORPORATION as Guarantor Dated November 30, 2001Guaranty Agreement • December 28th, 2001 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • New York
This GUARANTY AGREEMENT (this "Guaranty"), dated as of November 30, 2001, is made by NorthWestern Corporation, a Delaware corporation (the "Guarantor"), in favor of Credit Suisse First Boston, as administrative agent for the Lenders named in the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent") and the Lenders.
FORM OF CORNERSTONE PROPANE GP, INC., SYN INC. AND CORNERSTONE PROPANE, L.P. $220,000,000 7.53% Senior Secured Notes due December __, 2010Note Agreement • December 6th, 1996 • Cornerstone Propane Partners Lp • Retail-retail stores, nec
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTConveyance and Assumption Agreement • December 6th, 1996 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • Delaware
NOTE AGREEMENT _________________________Note Agreement • February 11th, 2000 • Cornerstone Propane Partners Lp • Retail-retail stores, nec
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORNERSTONE PROPANE, L.P.Cornerstone Propane Partners Lp • November 6th, 2002 • Retail-retail stores, nec
This Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Cornerstone Propane, L.P. (the “Partnership”) is hereby made and is effective as of this 1st day of November 2002, by and among Cornerstone Propane GP, Inc., a California corporation, as the Managing General Partner of the Partnership, SYN Inc., a Delaware corporation, as the Special General Partner of the Partnership, and Cornerstone Propane Partners, L.P., a Delaware limited partnership, as the Limited Partner.
TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1.1 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 1 SECTION 1.2 CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . .11 ARTICLE II ORGANIZATION SECTION 2.1 FORMATION. . . . . . . . . ....Cornerstone Propane Partners Lp • December 6th, 1996 • Retail-retail stores, nec • Delaware
EXHIBIT 1.1 CORNERSTONE PROPANE PARTNERS, L.P. 8,540,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT December 11, 1996Cornerstone Propane Partners Lp • April 4th, 1997 • Retail-retail stores, nec • New York
EXHIBIT 4.1 REFUNDING CREDIT AGREEMENTRefunding Credit Agreement • September 28th, 2000 • Cornerstone Propane Partners Lp • Retail-retail stores, nec
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This Contribution, Conveyance and Assumption Agreement, dated as of December 17, 1996 is entered into by and among CORNERSTONE PROPANE PARTNERS, L.P., a Delaware limited partnership (the "MLP"),...Contribution, Conveyance and Assumption Agreement • April 4th, 1997 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF CORNERNORTH LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • November 6th, 2002 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF CORNERNORTH LLC (as amended from time to time, this "Agreement"), dated as of November 1, 2002, is adopted, executed and agreed to by the Sole Member (as defined below).
EXHIBIT 3.2 ====================================================================== AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPCornerstone Propane Partners Lp • April 4th, 1997 • Retail-retail stores, nec • Delaware
NOTE AGREEMENT _________________________Underwriting Agreement • February 16th, 1999 • Cornerstone Propane Partners Lp • Retail-retail stores, nec
R E C I T A L SRefunding Credit Agreement • September 28th, 2000 • Cornerstone Propane Partners Lp • Retail-retail stores, nec
EXHIBIT 3.1 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORNERSTONE PROPANE PARTNERS, L.P. TABLE OF CONTENTS ARTICLE I DEFINITIONS 1.1 Definitions 1.2 Construction ARTICLE II ORGANIZATION 2.1 Formation 2.2 Name 2.3 Registered Office;...Cornerstone Propane Partners Lp • May 15th, 1997 • Retail-retail stores, nec • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2002 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 1st day of November, 2002, by and among NorthWestern Corporation, a Delaware corporation (“NorthWestern”), and Cornerstone Propane Partners, L.P., a Delaware limited partnership (the “MLP” or “Indemnitee”).
CREDIT AGREEMENT among CORNERSTONE PROPANE, L.P., as Borrower The Several Lenders from Time to Time Parties Hereto CREDIT SUISSE FIRST BOSTON, as Administrative Agent, and CREDIT SUISSE FIRST BOSTON, CIBC INC. and BARCLAYS CAPITAL, as Co-Arrangers...Credit Agreement • December 28th, 2001 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • New York
CREDIT AGREEMENT, dated as of November 30, 2001, between CORNERSTONE PROPANE, L.P., a Delaware limited partnership (the "Borrower"), the several banks and other financial institutions from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, acting through its New York Branch, as Administrative Agent (in such capacity the "Administrative Agent"), and CREDIT SUISSE FIRST BOSTON, CIBC INC. and BARCLAYS CAPITAL, as Co-Arrangers (each a "Co-Arranger" and, collectively, the "Co-Arrangers").
STOCK PURCHASE AND CONTRIBUTION AGREEMENT This Stock Purchase and Contribution Agreement dated October 27, 1998 is entered into by CORNERSTONE PROPANE PARTNERS, L.P., a Delaware limited partnership ("CNO"), CORNERSTONE HOLDING CORP., a Delaware...Stock Purchase and Contribution Agreement • December 2nd, 1998 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • Delaware
QuickLinks -- Click here to rapidly navigate through this documentLetter Agreement • October 15th, 2001 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • Delaware
This letter agreement (the "Agreement") will confirm the understanding between NorthWestern Corporation ("NorthWestern") and CornerStone Propane GP, Inc. (the "GP"), in reference to that certain Refunding Credit Agreement, dated as of November 20, 1998, as amended June 30, 2000, among CornerStone Propane, L.P., a Delaware limited partnership (the "Borrower"), Bank of America, N.A. as Agent (the "Agent"), and the financial institutions ("Lenders") signatory thereto (the "Credit Agreement), and that certain Guaranty Agreement, dated as of June 30, 2000, as amended, by NorthWestern in favor of the Agent on behalf of the Lenders (the "Guaranty"). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Guaranty.
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CORNERSTONE PROPANE PARTNERS, L.PCornerstone Propane Partners Lp • November 6th, 2002 • Retail-retail stores, nec
This Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Cornerstone Propane Partners, L.P. (the “Partnership”) is hereby made and is effective as of this 1st day of November 2002, by and among Cornerstone Propane GP, Inc., a California corporation, as the Managing General Partner of the Partnership, SYN Inc., a Delaware corporation, as the Special General Partner of the Partnership, and the Limited Partners.
WAIVER AND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 22nd, 2002 • Cornerstone Propane Partners Lp • Retail-retail stores, nec • New York
WAIVER AND AMENDMENT TO CREDIT AGREEMENT, dated as of January 18, 2002 (this "Waiver and Amendment"), among CORNERSTONE PROPANE, L.P., a Delaware limited partnership (the "Borrower"), NORTHWESTERN CORPORATION, a Delaware corporation (the "Guarantor"), the several banks and other financial institutions from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, as Administrative Agent (in such capacity the "Administrative Agent"), and CREDIT SUISSE FIRST BOSTON, CIBC INC. and BARCLAYS CAPITAL, as Co-Arrangers (each a "Co-Arranger" and, collectively, the "Co-Arrangers").
