WAIVER AND AMENDMENT NO. 3

 

 

WAIVER AND AMENDMENT NO. 3, dated as of October 1, 2002 (this “Amendment”), to the Fourth Amended and Restated Credit Agreement dated as of December 20, 2001 (as amended prior to the date hereof, the “Credit Agreement”), among INERGY PROPANE, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party to the Credit Agreement (the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a First Union National Bank), as administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are used in this Agreement with their defined meanings unless otherwise defined herein.

 

 

WHEREAS, as of October 1, 2002, the Borrower did not renew its property and casualty insurance policy (the “Non-renewal”) and established in place of such policy a program of self-insurance;

 

WHEREAS, the Borrower has requested that the Administrative Agent and the Required Lenders enter into this Amendment in order (i) to amend Section 8.02 of the Credit Agreement to permit and to clarify the terms and conditions under which Borrower may self-insure against casualty all property of an insurable nature, and (ii) to waive any existing or potential defaults or Events of Default under the Credit Agreement resulting from the Non-Renewal;

 

WHEREAS, subject to the terms and conditions set forth below, the Administrative Agent and the Required Lenders have agreed to enter into this Amendment (i) to permit and to clarify that the Borrower may self – insure against casualties all property of an insurable nature, and (ii) to waive any existing or potential defaults or Events of Defaults under the Credit Agreement resulting from the Non-Renewal;

 

NOW THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

 

1. Amendment. Section 8.02 of the Credit Agreement is hereby amended by adding the following language to the end of the first sentence of such Section:

 

“; provided, however, that the Borrower may self-insure against casualty all property of an insurable nature so long as (y) no Event of Default has occurred and is continuing under the Credit Agreement, and (z) adequate reserves (as are customary in the case of self-insured entities of similarly situated companies engaged in the same or a similar line of business in accordance with GAAP) are maintained for such purpose.”

 

2. Waiver. Any potential or existing Event of Default under Section 11.01(d) of the Credit Agreement caused by the Non-Renewal is hereby waived, provided, the Borrower shall be in compliance with Section 8.02 of the Credit Agreement, as amended hereby.

 

3. No Change. Except as expressly provided herein, no other term or provision of the Credit Agreement is waived, amended, modified or supplemented, and each other term and provision of the Credit Agreement shall remain in full force and effect.

 

4. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts hereof duly executed by (a) the Borrower and (b) the Required Lenders (as defined in the Credit Agreement).

 

5. Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts (which may include counterparts delivered by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 

6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF MISSOURI.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the day and year first above written.

 

INERGY PROPANE, LLC a Delaware limited liability company
By:		/s/    John J. Sherman
		Name: John J. Sherman
		Title: President

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WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender
By:		/s/    Mitch Wilson
		Name: Mitch Wilson
		Title: Vice President

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FLEET NATIONAL BANK, as Lender
By:		/s/    Stephen J. Hoffman
		Name: Stephen J. Hoffman
		Title: Director

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BANK OF OKLAHOMA, N.A., as Lender
By:		/s/    Chris Amburgy
		Name: Chris Amburgy
		Title: Vice President

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FIRSTAR BANK, N.A. OVERLAND PARK, as Lender
By:		/s/    Paul A. Tymosko
		Name: Paul A. Tymosko
		Title: Vice President

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WELLS FARGO BANK TEXAS, N.A. as Lender
By:		/s/    J. ALAN ALEXANDER
		Name: J. Alan Alexander Title: President

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TEAMBANK, N.A., as Lender
By:		/s/    RICK P. BARTLEY
		Name: Rick P. Bartley Title: President/ CEO

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AGREED AND CONSENTED TO:

 

INERGY, L.P., a Delaware limited partnership
By:		/s/    John J. Sherman
		Name: John J. Sherman
		Title: President

 

 

IPCH ACQUISITION CORP., a Delaware corporation
By:		/s/    John J. Sherman
		Name: John J. Sherman
		Title: President

 

 

L & L TRANSPORTATION, LLC, a Delaware limited liability company
By:		/s/    John J. Sherman
		Name: John J. Sherman
		Title: President

 

 

INERGY SALES & SERVICE, INC., a Delaware corporation
By:		/s/    John J. Sherman
		Name: John J. Sherman
		Title: President

 

 

INERGY TRANSPORTATION, LLC, a Delaware limited liability company
By:		/s/    John J. Sherman
		Name: John J. Sherman
		Title: President

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