Exhibit 10.1
AMENDMENT NO. 5 TO RECEIVABLES
PURCHASE AGREEMENT
THIS AMENDMENT NO. 5 TO RECEIVABLES PURCHASE
AGREEMENT, dated as of September 21, 2004 (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 with respect to that
certain Receivables Purchase Agreement among them dated as of
September 26, 2000 as heretofore amended from time to time (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:
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1.1.
Each of the following definitions in the Existing Agreement is
hereby amended and restated in its entirety to read, respectively,
as follows:
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“
Funding Agreement” means any agreement or
instrument executed by any Funding Source with or for the benefit
of Conduit, including, without limitation, that certain Asset
Purchase Agreement dated as of September 21, 2004 by and between
Conduit and Bank One, NA, individually and as Agent, as the same
may be amended, restated or otherwise modified from time to
time.
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“Liquidity Termination Date” means
September 20, 2005.
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“
Pro Rata Share” means, for each Financial
Institution, a percentage equal to (i) the Commitment of such
Financial Institution, divided by (ii) the aggregate amount of all
Commitments of all Financial Institutions hereunder, adjusted as
necessary to give effect to the application of the terms of the
applicable Funding Agreement.
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“
Purchase Limit” means (a) $60,000,000 from May
1 through and including October 31 of each year; (b) $90,000,000
from November 1 through and including November 30 of each year, (c)
$120,000,000 from December 1 through and including December 31 of
each year, (d) $160,000,000 from January 1 through and including
the last day of February of each year, (e) $130,000,000 from March
1 through and including March 31 of each year, and (f) $100,000,000
from April 1 through and including April 30 of each
year.
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1.2.
The first sentence of Section 12.2 of the Existing Agreement is
hereby amended and restated in its entirety to read as
follows:
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Any
Financial Institution may, in the ordinary course of its business
at any time sell to one or more Persons (each, a “
Participant” ) participating interests in its
Pro Rata Share of the Purchaser Interests of the Financial
Institutions or any other interest of such Financial Institution
under any Funding Agreement.
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1.3.
The first sentence of Section 2.7 of the Existing Agreement is
hereby amended and restated in its entirety to read as
follows:
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In
addition to Sellers rights pursuant to Section 1.3, the Servicer
shall have the right to direct the Seller to (after the Servicer
shall have provided written notice to the Agent and the Seller in
accordanc
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