FIRST AMENDMENT TO REPRESENTATIONS AGREEMENT
This First Amendment to Representations Agreement (the "First Amendment")
is entered into effective as of April 6, 2001, by and among Ferrellgas Partners,
L.P., a Delaware limited partnership (the "Partnership"), Ferrellgas, Inc., a
Delaware corporation and the general partner of the Partnership (the "General
Partner"), Ferrellgas, L.P., a Delaware limited partnership (the "Subsidiary
OLP"), and The Williams Companies, Inc., a Delaware corporation ("Williams") and
successor in interest to Williams Natural Gas Liquids, Inc., a Delaware
corporation. This First Amendment amends the Representations Agreement dated as
of December 17, 1999 (the "Representations Agreement"), by and among the
Partnership, the General Partner, the Subsidiary OLP and Williams Natural Gas
Liquids, Inc. Unless otherwise defined herein, all capitalized terms used herein
shall have the meaning given to them in the Representations Agreement.
RECITALS:
WHEREAS, the Representations Agreement was executed in connection with the
issuance of Senior Units by the Partnership to Williams Natural Gas Liquids,
Inc.; and
WHEREAS, the parties hereto desire to amend the Representations Agreement
to reflect amendments incorporated in the Third Amended and Restated Agreement
of Limited Partnership of the Partnership, which sets forth the rights, terms
and obligations of the Senior Units and the holders thereof;
NOW, THEREFORE, effective as of the date first set forth above, the
Representations Agreement is amended as follows;
ARTICLE 1
AMENDMENTS
1.1 Section 5(e) of the Representations Agreement is hereby amended and
restated in its entirety to be as follows:
(e) the Seller covenants and agrees with the Purchaser that it
will not offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, the Senior Units without the prior written
consent of the Purchaser before the earlier of (i) December 31, 2005,
or (ii) the occurrence of a Material Event (as defined in the Purchaser
Partnership Agreement, as amended). Notwithstanding the foregoing,
nothing herein shall prohibit the Seller or a permitted transferee
thereof from (i) transferring the Senior Units to any of its affiliates
so long as such affiliates agree in writing to be bound by the
provisions of this Representations Agreement, as amended, (ii)
offering, selling, contracting to sell, pledging or otherwise
disposing, directly or indirectly, the Common Units issued upon
conversion of the Senior Units, (iii) pledging the Senior Units to any
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lender(s) of a permitted transferee which lender or lenders have loaned
money to that transferee to enable that transferee to purchase, among
other things, the Senior Units, or any refinancings thereof, provided
that, for the avoidance of doubt, the lenders shall include Williams to
the extent that entity or any affiliate thereof succeeds to the rights
of the lenders, (iv) allowing the foreclosure on the Senior Units by
the lenders referenced in clause (iii) upon a default under a loan
agreement entered into in connection with clause (iii), (v)
transferring the Senior Units in connection with any sale upon or after
the foreclosure referenced in clause (iv), or (vi) transferring the
Senior Units from JEF Capital Management, Inc. to Williams.
1.2 The third notification address of Section 8 of the Representations
Agreement is hereby amended by deleting in its entirety the address "Andrews and
Kurth, L.L.P., 805 Third Avenue, New York, New York 10022, Attention: Michael
Swidler, Telecopy: (212) 850-2929" and replacing it with the address "Vinson &
Elkins, L.L.P., 666 Fifth Avenue, 26th floor, New York, New York 10103,
Attention: Michael Swidler, Telecopy: (917) 206-8100."
1.3 The fifth notification address of Section 8 of the Representations
Agreement is hereby amended by deleting in its entirety the address "Bracewell &
Patterson LLP, South Tower Penzoil Place, 711 Louisiana Street, Suite 2900,
Houston, Texas 77002, Attention: David L. Ronn, Telecopy: (713) 222-3208" and
replacing it with the address "Mayer, Brown & Platt, 700 Louisiana Street, Suite
3600, Houston, Texas 77002, Attention: David L. Ronn, Telecopy: (713) 632-1825."
1.4 There shall be added a new sentence to the end of Section 10, which
shall read as follows:
No supplement, modification or waiver of this Agreement shall
be binding unless executed in writing by the party to be bound
thereby.
ARTICLE 2
GENERAL PROVISIONS
2.1 Except as expressly amended hereby, the Representations Agreement shall
continue in full force and effect in accordance with the provisions thereof on
the date hereof.
2.2 Sections 8 through 15 of the Representations Agreement shall apply to
this First Amendment and be incorporated herein with the same force and effect
as if those sections were reprinted as part of this First Amendment, including
to the extent Sections 8 through 15 were expressly amended herein.
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
effective for all purposes as of the date first set forth above.
FERRELLGAS PARTNERS, L.P.
By: Ferrellgas, Inc., its General Partner
By: /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President
FERRELLGAS, INC.
By: /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President
FERRELLGAS, L.P.
By: Ferrellgas, Inc., its General Partner
By: /s/ Kevin T. Kelly
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Kevin T. Kelly
Senior Vice President
THE WILLIAMS COMPANIES, INC.
By: /s/ S. J. Malcolm By: /s/ Don R. Wellendorf, his attorney in fact
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Name: S. J. Malcolm
Title: Executive Vice President
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