AMENDMENT NO. 1 TO RECEIVABLE INTEREST SALE AGREEMENT
THIS AMENDMENT NO. 1 TO RECEIVABLE INTEREST SALE AGREEMENT,
dated as of January 17, 2001 (this "AMENDMENT"), is entered into by Ferrellgas,
L.P., a Delaware limited partnership ("ORIGINATOR"), and Ferrellgas Receivables,
LLC, a Delaware limited liability company ("BUYER"), and pertains to the
Receivables Interest Sale Agreement dated as of September 26, 2000 between
Originator and Buyer (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; and
WHEREAS, the Agent, on behalf of the Purchasers, is willing to
consent to such Amendment;
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. Amendment. Clause (iii) of the definition of
"ELIGIBLE RECEIVABLE" set forth in Exhibit I to the Existing
Agreement is hereby amended and restated in its entirety to read as f
follows:
(iii) which is not, on any date of determination, a Defaulted
Receivable or a Charged-Off Receivable; PROVIDED, HOWEVER, that if such
date of determination occurs on or after January 17, 2001 and on or
before April 30, 2001, in addition to the foregoing, not more than 25%
of all Receivables which would otherwise constitute "Eligible
Receivables" may consist of Receivables as to which any payment, or
part thereof, remains unpaid for 31 or more days from the original
invoice date for such payment.
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.
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(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 TEXAS.
(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:
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Name: Kevin T. Kelly
Title: Chief Financial Officer
FERRELLGAS RECEIVABLES, LLC
By:
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Name: Kevin T. Kelly
Title: Chief Financial Officer
BY ITS SIGNATURE BELOW, THE AGENT, ON BEHALF OF THE PURCHASERS, HEREBY CONSENTS
TO THE FOREGOING AMENDMENT AS OF THE DATE FIRST ABOVE WRITTEN:
BANK ONE, NA [MAIN OFFICE CHICAGO], AS AGENT
By:
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Name:
Title: