EXHIBIT 10.14
CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND
ASSUMPTION AGREEMENT
THIS AGREEMENT (the "Agreement"), is made this 31st day of July, 2001, by
and among the following parties:
INERGY PARTNERS, LLC, a Delaware limited liability company
("Partners");
INERGY PROPANE, LLC, a Delaware limited liability company ("Propane");
NEW INERGY PROPANE, LLC, a Delaware limited liability company ("New
Propane");
INERGY, L. P., a Delaware limited partnership ("MLP");
INERGY GP, LLC, a Delaware limited liability company ("GP");
INERGY HOLDINGS, LLC, a Delaware limited liability company
("Holdings");
INERGY SALES & SERVICE, INC., a Delaware corporation ("Inergy S & S");
XXXXXX OIL COMPANY OF XXXXXXXX COUNTY, INC., a North Carolina
corporation ("Xxxxxx");
ROLESVILLE GAS AND OIL COMPANY, a North Carolina corporation
("Rolesville"); and
L & L TRANSPORTATION, LLC, a Delaware limited liability company
("L & L Transportation").
WITNESSETH:
WHEREAS, Holdings has caused to be organized GP as a Delaware limited
liability company and, in that regard, acquired all of the interests in GP in
exchange for a cash capital contribution of $1,000; and
WHEREAS, Partners has caused to be organized New Propane as a Delaware
limited liability company and, in that regard, acquired all of the interests in
New Propane in exchange for a cash capital contribution of $1,000; and
WHEREAS, GP and Partners have caused to be organized MLP as a Delaware
limited partnership of which GP is the managing general partner (with no
economic interest) and of which Partners is a non-managing general partner with
a 2% non-managing general partner interest and is a limited partner with a 98%
limited partner interest, all in exchange for an aggregate cash contribution by
Partners to MLP of $1,000; and
WHEREAS, Propane has caused to be organized Inergy S & S as a Delaware
corporation of which Propane acquired all of the issued and outstanding capital
stock of Inergy S & S which was received in exchange for a cash contribution by
Propane to Inergy S & S of $1,000; and
WHEREAS, attached hereto as Exhibit A is a diagram of the ownership
structure of each of the parties hereto as it existed immediately prior to the
transactions provided for herein; and
WHEREAS, MLP has filed a registration statement (together with all
amendments thereto, the "Registration Statement") with the Securities and
Exchange Commission to register the sale to the public of Common Units (the "MLP
Common Units") of MLP (such sale to be referred to herein as the "IPO"); and
WHEREAS, MLP has entered into an underwriting agreement (the "Underwriting
Agreement") with a group of underwriters respecting such IPO and caused the
Registration Statement to become effective to permit the sale of MLP Common
Units to the public; and
WHEREAS, there are various transactions among the parties hereto which must
occur preparatory to completing such IPO, and the parties desire to effect such
transactions as hereinafter set forth;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
ARTICLE I
CONTRIBUTIONS OF ASSETS AND VARIOUS INTERESTS
1. Contribution of Assets by Partners to Propane. By its execution and
delivery of this Agreement and as a capital contribution to Propane, Partners
hereby grants, contributes, transfers, assigns and conveys to Propane, its
successors and assigns, for its and their own use forever, all right, title and
interest in and to the assets used in the wholesale propane business conducted
by Partners and listed on Exhibit B hereto (the "Assets") other than (a)
$1,837,000 in cash and cash equivalents held by Partners and (b) the stock of
Xxxxxx. Propane hereby accepts the Assets as a capital contribution.
TO HAVE AND HOLD the Assets unto Propane, its successors and assigns,
together with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, forever.
2. Contribution of Partners' Interest in Propane to MLP and Issuance of MLP
Units to Partners.
(a) By its execution and delivery of this Agreement, Partners hereby
grants, contributes, transfers, assigns and conveys to MLP, its successors and
assigns, for its and their own use forever, all right, title and interest in and
to the 100% common interest in Propane owned by Partners (the "Partners Interest
in Propane").
TO HAVE AND HOLD the Partners Interest in Propane unto MLP, its successors
and assigns, together with all and singular the rights and appurtenances thereto
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in anywise belonging, subject, however, to the terms and conditions stated in
this Agreement, forever.
(b) The grant, contribution, transfer, assignment and conveyance provided
for in Section 2(a) above is hereby accepted by MLP and MLP hereby (i) agrees to
the continuation of Partners' 2% non-managing general partner Interest in MLP
and all rights related thereto, (ii) issues to Partners 3,143,143 Senior
Subordinated Units of MLP ("MLP Senior Subordinated Units"), (iii) issues to
Partners 497,839 Junior Subordinated Units of MLP ("MLP Junior Subordinated
Units"), (iv) issues to Partners the Incentive Distribution Rights of MLP and
(v) subject to Article III hereof, assumes the obligations of Partners under
certain Subordinated Debentures, dated January 12, 2001, in the aggregate
principal amount of $5,000,000 (the "Subordinated Debentures").
(c) By its execution and delivery of this Agreement, Xxxxxx and Rolesville
each hereby consents to the transfer referenced in Section 2(a) above.
3. Contribution of MLP Units by Partners to New Propane. By its execution
and delivery of this Agreement, Partners hereby grants, contributes, transfers,
conveys and assigns to New Propane, its successors and assigns, for its and
their own use forever, all right, title and interest in and to 1,136,687 MLP
Senior Subordinated Units and 497,839 MLP Junior Subordinated Units owned by
Partners in exchange for the continuation of Partners' ownership of 100% of the
common interest of New Propane (the "New Propane Common Interest"). New Propane
hereby accepts such transfer of MLP Senior Subordinated Units and MLP Junior
Subordinated Units from Partners and acknowledges the issuance to and ownership
by Partners of all of the New Propane Common Interest.
TO HAVE AND HOLD the 1,136,687 MLP Senior Subordinated Units and 497,839
MLP Junior Subordinated Units unto New Propane, its successors and assigns,
together with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, forever.
TO HAVE AND HOLD the New Propane Common Interest unto Partners, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
4. Rolesville and Xxxxxx Exchanges.
(a) By its execution and delivery of this Agreement, Rolesville hereby
grants, contributes, transfers, conveys and assigns to New Propane, its
successors and assigns, for its and their own use forever, all right, title and
interest in and to a $2,780,000 preferred interest in Propane owned by
Rolesville (the "Rolesville Propane Interest") in exchange for a $2,780,000
preferred interest in New Propane (the "Rolesville New Propane Interest").
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TO HAVE AND HOLD the Rolesville Propane Interest unto New Propane, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
TO HAVE AND HOLD the Rolesville New Propane Interest unto Rolesville, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
(b) By its execution and delivery of this Agreement, Xxxxxx, hereby grants,
contributes, transfers, conveys and assigns to New Propane, its successors and
assigns, for its and their own use forever, all right, title and interest in and
to a $2,608,385 preferred interest in Propane owned by Xxxxxx (the "Xxxxxx
Propane Interest") in exchange for a $2,608,385 preferred interest in New
Propane (the "Xxxxxx New Propane Interest").
TO HAVE AND HOLD the Xxxxxx Propane Interest unto New Propane, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
TO HAVE AND HOLD the Xxxxxx New Propane Interest unto Xxxxxx, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
(c) New Propane hereby accepts the assignments and transfers made in
Sections 4(a) and 4(b) and acknowledges the issuance of the preferred interests
in New Propane as referenced in said sections.
5. Contribution of Preferred Interest in Propane Held by New Propane. By
its execution and delivery of this Agreement, New Propane hereby grants,
contributes, transfers, conveys and assigns to MLP, its successors and assigns,
for its and their own use forever, all right, title and interest in and to a
$5,388,385 preferred interest in Propane held by New Propane (the "New Propane
Interest in Propane") in exchange for 170,224 MLP Senior Subordinated Units and
74,703 MLP Junior Subordinated Units. MLP hereby accepts the foregoing transfer
and assignment and acknowledges the issuance of the foregoing MLP Units to New
Propane.
TO HAVE AND HOLD the New Propane Interest in Propane unto MLP, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
TO HAVE AND HOLD the 170,224 MLP Senior Subordinated Units and 74,703 MLP
Junior Subordinated Units unto New Propane, its successors and assigns,
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together with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, forever.
6. Contribution of Cash by Public to MLP. The parties to this Agreement
acknowledge a cash contribution of $40,480,000 ($37,646,400 after payment of
underwriting discounts and commissions) from the public to the MLP in exchange
for 1,840,000 MLP Common Units. The foregoing includes exercise of the
underwriters' over-allotment option granted in the Underwriting Agreement.
7. Contribution of Cash by MLP to Propane. By its execution and delivery of
this Agreement, MLP hereby grants, contributes, transfers, conveys and assigns
to Propane, its successors and assigns, for its and their own use forever, all
cash and cash equivalents MLP holds as a result of the transactions described
above, as a result of the IPO and otherwise. Propane hereby accepts such cash as
a capital contribution.
8. Propane Uses Cash to Pay Transaction Costs. By its execution and
delivery of this Agreement, Propane hereby agrees to use the cash contributed by
MLP to Propane pursuant to Section 7 above to pay all transaction costs relating
to the IPO (estimated to be $5.3 million, including approximately $2.8 million
in underwriting discounts and commissions) and retire approximately $35,180,000
of Propane's outstanding indebtedness.
9. Transfer of Incentive Distribution Rights by Partners to Holdings. By
its execution and delivery of this Agreement, Partners hereby grants,
contributes, transfers, conveys and assigns to Holdings, its successors and
assigns, for its and their own use forever, all of its right, title and interest
in and to the Incentive Distribution Rights of MLP in redemption of a one-tenth
of one percent (.1%) common interest in Partners held by Holdings (the "Holdings
Interest in Partners").
TO HAVE AND HOLD the Incentive Distribution Rights unto Holdings, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
TO HAVE AND HOLD the Holdings Interest in Partners unto New Propane, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
10. Redemption of Certain Preferred Interest in Partners. By its execution
and delivery of this Agreement, Partners hereby agrees to distribute to certain
members of Partners an aggregate of 2,006,456 MLP Senior Subordinated Units in
redemption of $44,142,032 in preferred interests (after giving effect to certain
provisions of Partners' Limited Liability Company Agreement which adjust the
preferred capital accounts of certain holders of preferred interests as a result
of the IPO) held by such members of Partners.
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TO HAVE AND HOLD 2,006,456 MLP Senior Subordinated Units unto certain
members of Partners, its successors and assigns, together with all and singular
the rights and appurtenances thereto in anywise belonging, subject, however, to
the terms and conditions stated in this Agreement, forever.
ARTICLE II
POST-CLOSING MATTERS
1. Transfer of Assets to S & S Services. By its execution and delivery of
this Agreement, Propane hereby grants, contributes, transfers, conveys and
assigns to S & S Services, its successors and assigns, for its and their own use
forever, all of their respective right, title and interest in and to the assets
(the "Sales and Service Assets") listed on Exhibit C as a capital contribution
to S & S Services by Propane. S & S Services accepts the Sales and Service
Assets as a capital contribution.
TO HAVE AND HOLD the Sales and Service Assets unto S & S Services, its
successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and
conditions stated in this Agreement, forever.
2. Redemption of MLP Limited Partner Interest Held by Partners. By its
execution and delivery of this Agreement, MLP hereby agrees to redeem the
limited partner interest in MLP held by Partners (as the Organizational Limited
Partner) in exchange for $990 in cash.
ARTICLE III
ASSUMPTION OF CERTAIN LIABILITIES
1. Assumption of Certain Liabilities of Partners by Propane. In connection
with the contribution by Partners of the Assets to Propane, as set forth in
Section 1 of Article I and, with respect to the Subordinated Debentures pursuant
to Section 2 of Article I, Propane hereby assumes and agrees to duly and timely
pay, perform and discharge all of the Assumed Liabilities, to the full extent
that Partners has been heretofore or would have been in the future, were it not
for the execution and delivery of this Agreement, obligated to pay, perform and
discharge such Assumed Liabilities; provided, however, that said assumption and
agreement to duly and timely pay, perform and discharge the Assumed Liabilities
shall not (i) increase the obligation of Propane with respect to the Assumed
Liabilities beyond that of Partners, (ii) waive any valid defense that was
available to Propane with respect to such Assumed Liabilities or (iii) enlarge
any rights or remedies of any third party under any of the Assumed Liabilities.
2. As used in this Article III, the term "Assumed Liabilities" means all of
Partners' liabilities arising from or relating to the Subordinated Debentures
and the Assets, of every kind, character and description, whether known or
unknown, accrued or
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contingent, and whether or not reflected on the books and records of Partners,
excluding liabilities for which Partners has agreed to indemnify the MLP
Entities (as hereinafter defined) pursuant to Article IV.
ARTICLE IV
INDEMNIFICATION
1. Indemnification.
(a) Partners, on behalf of itself and its Affiliates (as defined in the
Amended and Restated Agreement of Limited Partnership of the MLP) excluding the
MLP Entities (as hereinafter defined), shall indemnify, defend and hold harmless
the MLP, Propane, Inergy S&S, L&L Transportation LLC and Inergy Transportation
LLC (the "MLP Entities") from and against all federal, state and local income
tax liabilities attributable to the operation of the Assets and to the operation
of the Assets of Propane, in each case, prior to the date of this Agreement,
including any such income tax liabilities of any of Partners and its Affiliates
that may result from the consummation of the transactions provided for in
Sections 1, 2(a) and 5 of Article I of this Agreement.
(b) As used in this Article IV, the term "Indemnifying Party" refers to
Partners in the case of any indemnification obligation arising under paragraph
(a) above, and the term "Indemnified Party" refers to the MLP Entities, as
applicable, in the case of any indemnification obligation arising under
paragraph (a) above.
(c) If any action, suit or proceeding shall be brought against an
Indemnified Party, or if the Indemnified Party should otherwise become aware of
facts giving rise to a claim for indemnification pursuant to paragraph (a)
above, the Indemnified Party shall promptly notify the Indemnifying Party in
writing specifying the nature of and specific basis for such claim.
(d) The Indemnifying Party shall have the right to control all aspects of
the defense of (and any counterclaims with respect to) any claims brought
against the Indemnified Party that are covered by the indemnification set forth
in paragraph (a) above including, without limitation, the selection of counsel,
determination of whether to appeal any decision of any court and the settling of
any such matter or any issues relating thereto; provided, however, that no such
settlement shall be entered into without the consent of the Indemnified Party
unless it includes a full release of the Indemnified Party from such matter or
issues, as the case may be.
(e) The Indemnified Party agrees, at its own cost and expense, to cooperate
fully with the Indemnifying Party with respect to all aspects of the defense of
any claims covered by the indemnification set forth in paragraph (a) above,
including, without limitation, the prompt furnishing to the Indemnifying Party
of any correspondence or other notice relating thereto that the Indemnified
Party may receive, permitting the name(s) of the Indemnified Party to be
utilized in connection with such defense, the making available to the
Indemnifying Party of any files, records or other
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information of the Indemnified Party that the Indemnifying Party considers
relevant to such defense and the making available to the Indemnifying Party of
any employees of the Indemnified Party; provided, however, that in connection
therewith the Indemnifying Party agrees to use reasonable efforts to minimize
the impact thereof on the operations of such Indemnified Party. In no event
shall the obligation of the Indemnified Party to cooperate with the Indemnifying
Party as set forth in the immediately preceding sentence be construed as
imposing upon the Indemnified Party an obligation to hire and pay for counsel in
connection with the defense of any claims covered by the indemnification set
forth in this Article IV; provided, however, that an Indemnified Party may, at
its own option, cost and expense, hire and pay for counsel in connection with
any such defense. The Indemnifying Party agrees to keep any such counsel hired
by the Indemnified Party reasonably informed as to the status of any such
defense, but the Indemnifying Party shall have the right to retain sole control
over such defense.
(f) In determining the amount of any Losses (as hereinafter defined)
for which any Indemnified Party is entitled to indemnification under this
Article V, the gross amount thereof will be reduced by any insurance proceeds
realized or to be realized by such Indemnified Party, and such correlative
insurance benefit shall be net of any insurance premium that becomes due as a
result of such claim. "Losses" shall mean means all liabilities, losses, costs,
damages (including punitive, consequential and treble damages), penalties or
expenses (including, without limitation, reasonable attorneys' fees and expenses
and costs of investigation and litigation), and also including any expenditures
or expenses incurred to cover, remedy or rectify any such Losses.
ARTICLE V
MISCELLANEOUS
1. Order of Transactions. The transactions provided for in Articles I, II
and III of this Agreement shall be completed in the following order:
(a) First, the transactions provided for in Articles I and III shall
be completed;
(b) Second, the transactions provided for in Article II shall be
completed.
2. Amendments to Organizational Documents.
(a) The Agreement of Limited Partnership of MLP will be amended and
restated to reflect the matters set forth in Articles I and II of this
Agreement.
(b) The Limited Liability Company Agreements of the following will be
amended (or amended and restated) to reflect the applicable matters set forth in
Articles I and II of this Agreement:
(i) Partners;
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(ii) New Propane; and
(iii) Propane.
3. Representations and Warranties. Each party hereto represents and
warrants to each of the other parties hereto as follows:
(a) Such party has the right, power and authority for, and has taken
all necessary corporate and other action to authorize, the execution,
delivery and performance of this Agreement;
(b) This Agreement has been duly executed and delivered by the duly
authorized officers of such party and constitutes the legal, valid and
binding obligation of such party, enforceable in accordance with its terms;
and
(c) Any property or right being transferred and assigned by such party
hereunder to another party is owned by such transferor/assignor, free and
clear of all liens, claims and encumbrances, and upon such transfer the
transferee/assignee will succeed to all right, title and ownership in such
property or right, other than any security interest, mortgage, lien, claim
or encumbrance created pursuant to the Third Amended and Restated Credit
Agreement, dated as of July 25, 2001, among Propane, First Union National
Bank, as Administrative Agent, and the Lenders named therein.
THE PARTIES ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE FOREGOING REPRESENTATIONS
AND WARRANTIES, ALL PROPERTY AND RIGHTS TRANSFERRED AND ASSIGNED PURSUANT TO
THIS AGREEMENT ARE BEING TRANSFERRED AND ASSIGNED ON AN AS-IS, WHERE-IS BASIS,
AND NO OTHER REPRESENTATIONS OR WARRANTIES ARE MADE WITH RESPECT TO SUCH
PROPERTY OR RIGHTS.
4. Costs. Each transferee/assignee hereunder shall pay all sales, use and
similar taxes arising out of the contributions, conveyances and deliveries to be
made hereunder, and shall pay all documentary, filing, recording, transfer,
deed, and conveyance taxes and fees required in connection therewith.
5. Headings. All section headings in this Agreement are for convenience
only and shall not be deemed to control or affect the meaning or construction of
any of the provisions hereof.
6. Successors and Assigns. The Agreement shall be binding upon and inure to
the benefit of the parties signatory hereto and their respective successors and
assigns.
7. No Third Party Rights. The provisions of this Agreement are intended to
bind the parties signatory hereto as to each other and are not intended to and
do not create rights in any other person or confer upon any other person any
benefits, rights or remedies and no person is or is intended to be a third party
beneficiary of any of the provisions of this Agreement.
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8. Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.
9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Missouri applicable to contracts made
and to be performed wholly within such state without giving effect to conflict
of law principles thereof.
10. Severability. If any of the provisions of this Agreement are held by
any court of competent jurisdiction to contravene, or to be invalid under, the
laws of any political body having jurisdiction over the subject matter hereof,
such contravention or invalidity shall not invalidate the entire Agreement.
Instead, this Agreement shall be construed as if it did not contain the
particular provision or provisions held to be invalid, and an equitable
adjustment shall be made and necessary provision added so as to give effect to
the intention of the parties as expressed in this Agreement at the time of
execution of this Agreement.
11. Deed; Xxxx of Sale; Assignment. To the extent required by applicable
law, this Agreement shall also constitute a "deed," "xxxx of sale" or
"assignment" of the Assets.
12. Amendment or Modification. This Agreement may be amended or modified
from time to time only by the written agreement of all the parties hereto.
13. Integration. This Agreement supersedes all previous understandings or
agreements between the parties, whether oral or written, with respect to its
subject matter. This document is an integrated agreement which contains the
entire understanding of the parties. No understanding, representation, promise
or agreement, whether oral or written, is intended to be or shall be included in
or form part of this Agreement unless it is contained in a written amendment
hereto executed by the parties hereto after the date of this Agreement.
14. Further Assurances. Each party hereto agrees to execute and deliver
such additional instruments, documents and certifications and to take such other
action as is necessary or appropriate to carry out the purpose and intent of
this Agreement and the transactions contemplated herein.
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IN WITNESS WHEREOF, the undersigned have executed the foregoing Agreement
as of the day and year first above written.
INERGY HOLDINGS, LLC INERGY, L. P.
By: Inergy GP, LLC
(its General Partner)
By
---------------------------------
Xxxx X. Xxxxxxx, President
By
----------------------------
Xxxx X. Xxxxxxx
President of Inergy GP, LLC
INERGY PARTNERS, LLC INERGY PROPANE, LLC
By By
--------------------------------- ---------------------------------
Xxxx X. Xxxxxxx, President Xxxx X. Xxxxxxx, President
INERGY GP, LLC L & L TRANSPORTATION, LLC
By By
--------------------------------- ---------------------------------
Xxxx X. Xxxxxxx, President Xxxx X. Xxxxxxx, President
NEW INERGY PROPANE, LLC INERGY TRANSPORTATION, LLC
By By
--------------------------------- ---------------------------------
Xxxx X. Xxxxxxx, President Xxxx X. Xxxxxxx, President
INERGY SALES & SERVICE, INC. XXXXXX OIL COMPANY OF
XXXXXXXX COUNTY, INC.
By By
--------------------------------- ---------------------------------
Xxxx X. Xxxxxxx, President Xxxx X. Xxxxxxx, President
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ROLESVILLE GAS AND OIL L & L TRANSPORTATION, LLC
COMPANY
By By
--------------------------------- ---------------------------------
Xxxx X. Xxxxxxx, President Xxxx X. Xxxxxxx, President
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EXHIBIT B
Description of Wholesale Assets
All of the following assets of Inergy Partners, LLC:
Cash (other than $1,837,000)
Accounts receivable (excluding intercompany balances with Xxxxxx Oil Co.)
Propane inventory
Prepaid insurance
Other prepaid expenses
Inventory deposits
Fixed assets:
Leasehold improvements
Furniture and fixtures
Computer equipment
Intangible assets:
Goodwill
Customer accounts
Organization costs
Deferred financing costs
Deferred acquisition costs
Lease relating to office space at 0000 Xxxxxx, Xxxxx 0000, Xxxxxx
Xxxx, Xxxxxxxx
EXHIBIT C
Inergy Propane Assets to be Transferred to S & S Services
All of the following assets of Inergy Propane, LLC:
All appliance inventories (excluding those in Indiana and Michigan),
including:
Gas grills
Artificial fireplace logs
Space and room heaters
Radio Shack inventories
Other miscellaneous appliances
Parts and fittings inventories relating to the above appliances and propane
tank repairs (excluding those in Indiana and Michigan)
Other tangible assets:
Service vehicles:
Location No. of vehicles
Tennessee 6
North Carolina 10
Illinois 3
Radio Shack stores and related furniture and fixtures
