SECOND AMENDMENT TO PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (this AAmendment@) is made
and entered into as of the 14th day of March 2000, by and among Ferrellgas
Partners, L.P., a Delaware limited partnership (Purchaser), Ferrellgas, L.P.,
a Delaware limited partnership (Subsidiary OLP), and Williams Natural Gas
Liquids, Inc., a Delaware corporation (Seller).
W I T N E S S E T H:
WHEREAS, Purchaser, Subsidiary OLP and Seller have entered into that
certain Purchase Agreement dated as of November 7, 1999, as amended by the First
Amendment to Purchase Agreement on December 17, 1999 (the Purchase Agreement);
and
WHEREAS, Purchaser, Subsidiary OLP and Seller desire to further amend
the Purchase Agreement as set forth in this Amendment;
WHEREAS, pursuant to Section 9.3 of the Purchase Agreement, the Purchase
Agreement may be amended in writing by the parties thereto;
NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants, agreements and conditions contained
herein, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO THE PURCHASE AGREEMENT
SECTION 1.1 Amendment to Section 1.4 of the Purchase Agreement.
Section 1.4(a) of the Purchase Agreement is hereby amended by deleting
30 days and inserting 105 days.
SECTION 1.2 Amendment to Section 4.2 of the Purchase Agreement.
(a) Section 4.2(d) of the Purchase Agreement is hereby amended by
adding the following sentence at the end of the first paragraph of such section
prior to A(A) Converted Common Unit Value:
Seller agrees that notwithstanding the five business day
requirement above, any obligations of Purchaser and Subsidiary OLP
under this Section 4.2(d) shall not be payable until the earlier to
occur of (x) April 1, 2000 or (y) the date upon which the audit
contemplated by Sections 4.5 and 4.13 is completed.
(b) Section 4.2(e) of the Purchase Agreement is hereby amended by
deleting 120 days and inserting 180 days.
(c) Section 4.2(f) of the Purchase Agreement is hereby amended
by adding the following sentence to the end of such section:
ASeller agrees that upon the occurrence of a Material Event in
(B) above, notwithstanding the five business day requirement, any
obligations of Purchaser and Subsidiary OLP under this Section 4.2(f)
shall not be payable until the earlier to occur of (x) April 1, 2000 or
(y) the date upon which the audit contemplated by Sections 4.5 and 4.13
is completed.
SECTION 1.3 Amendment to Section 4.13 of the Purchase Agreement.
Section 4.13 of the Purchase Agreement is hereby amended and restated
to read as follows:
ASECTION 4.13 Audit.
Purchaser has engaged Deloitte & Touche to perform an
audit of the Company=s financial records for the nine months
ended September 30, 1999, and for the years ended December 31,
1998 and December 31, 1997, and to prepare financial
statements whose format will comply with the requirements of
the Securities and Exchange Commission. Costs and expenses of
such an audit will be paid as follows:
$ The audit fees and expenses incurred by Ernst & Young
L.L.P., the first firm initially engaged to perform
the audit, shall be borne by Seller;
$ The first $300,000 of audit fees and expenses
incurred by Deloitte & Touche shall be
borne by Purchaser;
$ The next $343,750 (i.e., from $300,000 through
$643,750) of such audit fees and expenses incurred by
Deloitte & Touche shall be borne by Seller; and
$ Any additional audit fees and expenses incurred by
Deloitte & Touche (i.e., to the extent greater than
$643,750) shall be borne by Purchaser.
ARTICLE II
GENERAL PROVISIONS
SECTION 2.1 Full Force and Effect.
Except as expressly amended hereby, the Purchase Agreement shall
continue in full force and effect in accordance with the provisions thereof on
the date hereof.
SECTION 2.2 Other Provisions.
Article IX of the Purchase Agreement shall apply to this Amendment and
be incorporated herein with the same force and effect as if its provisions were
reprinted as part of this Amendment.
EXECUTED as of the date first written above.
WILLIAMS NATURAL GAS LIQUIDS, INC.
By:
Name:
Title:
FERRELLGAS PARTNERS, L.P.
By: Ferrellgas Inc., its general partner
By:
Name:
Title:
FERRELLGAS, L.P.
By: Ferrellgas, Inc., its general partner
By:
Name:
Title: