AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, dated
as of January 17, 2001 (this "AMENDMENT"), is entered into by Ferrellgas
Receivables, LLC, a Delaware limited liability company ("SELLER"), Ferrellgas,
L.P., a Delaware limited partnership, as "SERVICER," Jupiter Securitization
Corporation ("CONDUIT"), and Bank One, NA (Main Office Chicago), individually as
a Financial Institution and as Agent for the Purchasers (the "EXISTING
AGREEMENT"). The Existing Agreement, as amended hereby, is hereinafter referred
to as the "AGREEMENT." UNLESS DEFINED ELSEWHERE HEREIN, CAPITALIZED TERMS USED
IN THIS AMENDMENT SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN EXHIBIT I TO
THE EXISTING AGREEMENT.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Existing
Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual agreements herein contained and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. Amendments.
----------
1.1. Section 9.1 is hereby amended to insert the following
new subsection (k) at the end thereof:
(k) As of the last day of any Measurement Period, the average
of the three Measurement Periods then most recently ended for the
Outstanding Balance of all Receivables included in the Purchaser
Interests (regardless of whether they are Eligible Receivables on the
date of determination) as to which any payment, or part thereof,
remains unpaid for 91 days or more from the original due date for such
payment shall exceed 22% of the Outstanding Balance of all Receivables.
1.2. The definition of "PURCHASE LIMIT" is hereby amended
and restated in its entirety to read as follows:
"PURCHASE LIMIT" means $60,000,000; PROVIDED, HOWEVER, that
during the period from and including January 17, 2001 to and including
April 30, 2001, the Purchase Limit shall mean $100,000,000.
1.3. Schedule A of the Existing Agreement is hereby
amended to insert after "$61,200,000" where it appears, the following:
"; PROVIDED, HOWEVER, that during the period from and
including January 17, 2001 to and including the later to occur of (a)
April 30, 2001, and (b) the date on which the Aggregate Capital is
reduced to $60,000,000 or less, Bank One's Commitment shall be
$102,000,000."
2. Representations and Warranties. In order to induce
the other parties hereto to enter into this Amendment, each of the Buyer and the
Originator hereby represents and warrants to each of the other parties hereto as
follows:
(a) The execution and delivery by such party of this
Amendment, and the performance of its obligations under the Agreement
as amended hereby, are within such party's organizational powers and
authority and have been duly authorized by all necessary organizational
action on its part;
(b) This Amendment has been duly executed and delivered by
such party, and the Agreement, as amended hereby, constitutes such
party's legal, valid and binding obligation, enforceable against such
party in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other
similar laws relating to or limiting creditors' rights generally and by
general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law), and
(c) As of the date hereof, no event has occurred and is
continuing that will constitute a Termination Event or a Potential
Termination Event.
3. Conditions Precedent. This Amendment shall become
effective as of the date first above written upon execution by the Originator,
the Buyer and the Agent of counterparts hereof and delivery of such executed
counterparts to the Agent.
4. Miscellaneous.
-------------
(a) CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF NEW YORK.
(b) Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.
(c) Ratification of Agreement. Except as expressly
amended hereby, the Agreement remains unaltered and in full force and effect
and is hereby ratified and confirmed.
Signature pages follow
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their duly authorized officers as of
the date hereof.
FERRELLGAS, L.P.
BY: FERRELLGAS, INC., its General Partner
By:
--------------------------------------------------------------------
Name: Kevin T. Kelly
Title: Chief Financial Officer
FERRELLGAS RECEIVABLES, LLC
By:
--------------------------------------------------------------------
Name: Kevin T. Kelly
Title: Chief Financial Officer
BANK ONE, NA [MAIN OFFICE CHICAGO],
INDIVIDUALLY AND AS AGENT
By:
--------------------------------------------------
Name: Leo V. Loughead
Title: Authorized Signatory
JUPITER SECURITIZATION CORPORATION
By:
--------------------------------------------------
Name: Leo V. Loughead
Title: Authorized Signatory