AMENDMENT NO. 1 TO
AMENDED AND RESTATED RECEIVABLE INTEREST
SALE AGREEMENT AND SUBORDINATED NOTE
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLE
INTEREST SALE AGREEMENT, dated as of June 6, 2006
(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 (a) the
Amended and Restated Receivables Interest Sale Agreement dated as
of June 7, 2005 between Originator and Buyer (as heretofore
amended, the “Existing Agreement” ) and
(b) the Subordinated Note dated June 7, 2005 executed by
Buyer in favor of Originator (the “Existing
Note” ). The Existing Agreement, as amended hereby,
is hereinafter referred to as the
“Agreement,” and the Existing Note, as
amended hereby, is hereinafter referred to as the
“Subordinated Note” ). 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.
WHEREAS, the parties hereto desire to amend the
Existing Agreement and Existing Note as hereinafter set forth;
and
WHEREAS, the Agent, on behalf of the Purchasers, is
willing to consent to such amendments;
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:
(a) Recital
E of the Existing Agreement is hereby amended and restated in its
entirety to read as follows:
E. From time to
time after the date hereof, Buyer will sell undivided interests in
the Receivable Interest and the Contributed Interest pursuant to
that certain Second Amended and Restated Receivables Purchase
Agreement dated as of June 6, 2006 (as the same may from time
to time hereafter be amended, supplemented, restated or otherwise
modified, the “Purchase Agreement” )
among Buyer, as seller, Originator, as initial Servicer, JPMorgan
Chase Bank, N.A. ( “JPMorgan Chase” ) and
the other financial institutions from time to time party thereto as
“Financial Institutions,” Jupiter Securitization
Corporation ( “Jupiter” ), Fifth Third
Bank (together with Jupiter and the Financial Institutions, the
“Purchasers” ), and JPMorgan Chase Bank,
N.A., as agent for the Purchasers or any successor agent appointed
pursuant to the terms of the Purchase Agreement, as agent for the
Purchasers (in such capacity, the “Agent”
).
(b) Section 9.4
of the Existing Agreement is hereby amended and restated in its
entirety to read as follows:
Section 9.4.
Confidentiality .
(a) Originator
shall maintain and shall cause each of its employees and officers
to maintain the confidentiality of the Fee Letters and the other
confidential or proprietary information with respect to the Agent
and any Conduit and their respective businesses obtained by it or
them in connection with the structuring, negotiating and execution
of the transactions contemplated herein, except that Originator and
its officers and employees may disclose such information to
Originator’s external accountants and attorneys and as
required by any applicable law or order of any judicial or
administrative proceeding.
(b) Originator
hereby consents to the disclosure of any nonpublic information with
respect to it (i) to Buyer, the Agent or the Purchasers,
(ii) to any prospective or actual assignee or participant of
any of the Persons described in clause (i), (iii) to any
rating agency, Commercial Paper dealer or provider of a surety,
guaranty or credit or liquidity enhancement to either Conduit or
any entity organized for the purpose of purchasing, or making loans
secured by, financial assets for which JPMorgan Chase or Fifth
Third acts as the administrative agent and (iv) to any
officers, directors, employees, outside accountants and attorneys
of any of the foregoing, provided each such Person is informed of
the confidential nature of such information and, in the case of a
Person described in clause (ii), agrees in writing to keep such
information confidential. In addition, the Purchasers and the Agent
may disclose any such nonpublic information pursuant to any law,
rule, regulation, direction, request or order of any judicial,
administrative or regulatory authority or proceedings (whether or
not having the force or effect of law).
(c) Buyer shall
maintain and shall cause each of its employees and officers to
maintain the confidentiality of the confidential or proprietary
information with respect to Originator, the Obligors and their
respective businesses obtained by it in connection with the due
diligence evaluations, structuring, negotiating and ex
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