EX-10.1






AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT




THIS AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT, dated as of July 27, 2016 (this
“Amendment”), is among:



(a) Ferrellgas Receivables, LLC, a Delaware limited liability company
(“Seller”),



(b) Ferrellgas, L.P., a Delaware limited partnership (“Ferrellgas”), as
initial Servicer (the initial Servicer together with Seller, the “Seller Parties”
and each a “Seller Party”),



(c) Wells Fargo Bank, N.A., individually (“Wells” or a “Purchaser”),



(d) Fifth Third Bank, individually (“Fifth Third” or a “Purchaser”) and as a
co-agent (a “Co-Agent”),



(e) SunTrust Bank, individually (“SunTrust” or a “Purchaser”) and as a
co-agent (a “Co-Agent”), and



(f) Wells, as administrative agent for the Purchasers (hereinafter defined)
(together with its successors and assigns, the “Administrative Agent” and, together
with the Co-Agents, the “Agents”).



PRELIMINARY STATEMENTS




A. The Seller Parties, the Purchasers and the Agents are party to that certain
Receivables Purchase Agreement dated as of January 19, 2012 (as amended or
otherwise modified from time to time, the “Agreement”; capitalized terms used and
not otherwise defined herein shall have the meanings attributed thereto in the
Agreement).



B. The Seller Parties have requested that the Purchasers and the Agents agree
to amend the Agreement as set forth in Section 1 below.



C. The Agents and the Purchasers are willing to agree to the requested
amendments, on the terms and subject to the conditions hereinafter set forth.



NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto hereby further agree as follows:



Section 1. Amendments.



1.1. Each of Sections 9.1(m), (n) and (o) of the Agreement are hereby amended and restated in
its entirety to read, respectively, as follows:



(m) Ferrellgas shall fail to maintain a Consolidated Interest Coverage Ratio (as
defined in the Credit Agreement) as of the end of any fiscal quarter of at least 2.50
to 1.00.



(n) Ferrellgas shall fail to maintain a Consolidated Senior Secured Leverage Ratio
(as defined in the Credit Agreement) as of the end of any period of four fiscal
quarters of not greater than 2.75 to 1.00.



(o) Ferrellgas shall fail to maintain a Consolidated Leverage Ratio (as defined in
the Credit Agreement) as of the end of any period of four fiscal quarters of not
greater than 5.50 to 1.00.



1.2. The definition of each of the following terms set forth in Exhibit I to the Agreement is
hereby amended and restated in its entirety to read, respectively, as follows:




“Administrative Agent’s Fee Letter” means the letter agreement dated as of July 26,
2016 between Seller and the Administrative Agent, as the same may be amended, restated or
otherwise modified and in effect from time to time.




“Applicable Margin” means 1.35% per annum; provided, however, that the foregoing
percentage shall increase to 3.35% per annum at any time during which an Amortization Event
exists and is continuing.




“Commingling Risk Reserve Percentage” means 5.0%, provided that if deemed necessary or
advisable in the reasonable judgment of (a) the Administrative Agent or (b) Fifth Third and
SunTrust, acting jointly, in either case, following (i) an adverse change in financial
condition or circumstances of Seller and (ii) consultation with (which does not imply
concurrence of) Seller, the Administrative Agent may (and shall if directed to do so by
Fifth Third and SunTrust, acting jointly), increase this percentage to a higher percentage
not to exceed 12.5%.




“Commitment” means for each Purchaser, its commitment to purchase Purchaser Interests
from Seller in the aggregate amount set forth on Schedule A hereto, as the same may be
updated from time to time pursuant to Section 1.1(b) or pursuant to the following
proviso provided, however, that not more than once during the term of this Agreement, so
long as no Amortization Event or Potential Amortization Event exists or would result
therefrom, one or more of the Purchasers (each, an “Increasing Purchaser”) may, at the
request of Seller, consent to an increase in its Commitment of not more than $50,000,000 in
the aggregate for all Purchasers, and each of the applicable Purchasers, in its sole and
absolute discretion, may consent to or decline to consent to its share, if any, of the
requested increase. Any increase in an Increasing Purchaser’s Commitment may be
effectuated pursuant to an instrument signed by such Increasing Purchaser and the Seller,
and concurrently therewith Schedule A hereto shall be deemed automatically updated to
reflect the increased Commitment of each Increasing Lender documented therein.




“Concentration Percentage” means, at any time in relation to the aggregate Outstanding
Balance of Receivables owed by any single Obligor and its Affiliates (if any), the
percentage determined according to the following table for Obligors who have a
non-credit-enhanced, senior unsecured short term debt rating currently assigned to them by
S&P or Moody’s (or in the absence thereof, the equivalent non-credit enhanced long-term
unsecured senior debt ratings):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Level
	 	S&P Short-Term

Rating (if no

long-term rating is

available)
	 	Moody’s Short-Term

Rating (if no

long-term rating is

available)
	 	S&P Rating

Long-Term Rating






	 	Moody’s Long-Term

Rating





	 	Concentration

Percentage






	 	 	 	 	 
	 	 
	 	 

	 	 
	 	 	 	 
	 	1	 	 	A-1+
	 	P-1
	 	AA or better

	 	Aa2 or better
	 	 	10	%
	 	 	 	 	 
	 	 
	 	 

	 	 
	 	 	 	 
	 	2	 	 	A-1
	 	P-1
	 	A

	 	A2
	 	 	8	%
	 	 	 	 	 
	 	 
	 	 

	 	 
	 	 	 	 
	 	3	 	 	A-2
	 	P-2
	 	BBB

	 	Baa2
	 	 	6	%
	 	 	 	 	 
	 	 
	 	 

	 	 
	 	 	 	 
	 	4	 	 	A-3
	 	P-3
	 	BBB-

	 	Baa3
	 	 	4	%
	 	 	 	 	 
	 	 
	 	 

	 	 
	 	 	 	 
	 	5	 	 	Below A-3 or Not

Rated by either S&P

or Moody’s
	 	Below P-3 or Not

Rated by either S&P

or Moody’s
	 	Below BBB- or Not

Rated by either S&P

or Moody’s

	 	Below Baa3 or Not

Rated by either S&P

or Moody’s
	 	2.5%






	 	 	 	 	 
	 	 
	 	 

	 	 
	 	 	 	 







; provided, however, that (i) if any Obligor has a split rating, the applicable rating will
be the lower of the two (if there is only one rating level difference), and one rating
above the lower rating (if there are two or more rating levels difference), (ii) if any
Obligor has only one rating available, the next lower rating category will apply, (iii) if
any Obligor is not rated by either S&P or Moody’s, the Concentration Percentage shall be
the percentage set forth in level 5 above shall apply, (iv) if any Obligor’s payment
obligation with respect to a Receivable is guaranteed by such Obligor’s parent, the
parent’s ratings will be used but shall be subject to the other provisions of this
definition, and (v) upon Seller’s request from time to time, the Purchasers, in their sole
discretion, may agree to a higher percentage of Eligible Receivables for a particular
Obligor and its Affiliates (each such higher percentage, a “Special Concentration Limit”),
it being understood that any Special Concentration Limit may be cancelled by the Required
Purchasers upon not less than thirty (30) days’ written notice to the Seller and the
Purchasers.




“Credit Agreement” means that certain Credit Agreement, dated as of November 2, 2009,
by and among Ferrellgas, the General Partner, each lender from time to time party thereto
and Bank of America, N.A. as administrative agent, as in effect on the date of this
Agreement and as amended by Amendment No. 1 to Credit Agreement dated as of September 23,
2011, Amendment No. 2 to Credit Agreement dated as of October 21, 2013, Amendment No. 3
dated as of June 6, 2014, Amendment No. 4 dated as of May 29, 2015, and as further amended,
restated or otherwise modified from time to time with the consent of the Agents under this
Agreement in their capacities as such unless otherwise expressly provided herein,
regardless of whether the same remains in effect.




“Eligible Receivable” means, at any time, a Receivable:




(i) the Obligor of which (a) if a natural person, is a resident of the United States
or, if a corporation or other business organization, is organized under the laws of the
United States or any political subdivision thereof and has its chief executive office in
the United States (each such Receivable, a “Domestic Receivable”), except that Receivables
which are not Domestic Receivables in an amount that does not exceed 2% of the aggregate
Outstanding Balance of total Receivables may be included as “Eligible Receivables” without
the need to perfect the Administrative Agent’s security interest in such Receivables under
the laws of any foreign jurisdiction; (b) is not an Affiliate of any of the parties hereto;
and (c) is not a Governmental Authority against which claims may only be assigned in
compliance with the Federal Assignment of Claims Act or similar legislation (each such
Receivable, the Obligor of which is a Governmental Authority against which claims may only
be assigned in compliance with the Federal Assignment of Claims Act or similar legislation,
being a “Government Receivable”), except that a portion of Government Receivables not to
exceed 2% of the aggregate Outstanding Balance of total Receivables may be included as
“Eligible Receivables” without the need to comply with the Federal Assignment of Claims Act
or similar legislation,




(ii) the Obligor of which is not the Obligor on Defaulted Receivables, the aggregate
Outstanding Balance of which exceeds 50% of such Obligor’s total Receivables,




(iii) which is not, on any date of determination, a Defaulted Receivable, a
Charged-Off Receivable, or, if a Delinquency Trigger Event has occurred, a Delinquent
Receivable,




(iv) which by its terms is due and payable within 30 days of the original billing date
therefore and has not had its payment terms extended, provided that Receivables due and
payable between 31 and 90 days of the original billing date in an aggregate amount not to
exceed 15% of total Receivables may be included in Eligible Receivables,




(v) which is an “account” within the meaning of Article 9 of the UCC of all applicable
jurisdictions,




(vi) which is denominated and payable only in United States dollars in the United
States,




(vii) which arises under an invoice, which, together with such Receivable, is in full
force and effect and constitutes the legal, valid and binding obligation of the related
Obligor enforceable against such Obligor in accordance with its terms subject to no offset,
counterclaim or other defense,




(viii) which arises under an invoice which (A) does not require the Obligor under such
invoice to consent to the transfer, sale or assignment of the rights and duties of the
applicable Originator or any of its assignees under such invoice and (B) does not contain a
confidentiality provision that purports to restrict the ability of the Administrative Agent
to exercise its rights, on behalf of the Purchasers, under the Transaction Documents,
including, without limitation, its right to review such invoice,




(ix) which arises under an invoice that contains an obligation to pay a specified sum
of money, contingent only upon the sale of propane, propane appliances or other related
goods or the provision of services by the applicable Originator,




(x) which, together with the invoice related thereto, does not contravene any law,
rule or regulation applicable thereto (including, without limitation, any law, rule and
regulation relating to truth in lending, fair credit billing, fair credit reporting, equal
credit opportunity, fair debt collection practices and privacy) and with respect to which
no part of the invoice related thereto is in violation of any such law, rule or regulation,




(xi) which satisfies all material requirements of the applicable Credit and Collection
Policy,




(xii) which was generated in the ordinary course of the applicable Originator’s
business,




(xiii) which arises solely from the sale of propane, propane appliances or other
related goods or the provision of services to the related Obligor by the applicable
Originator, and not by any other Person (in whole or in part),




(xiv) as to which the Administrative Agent has not notified Seller that the
Administrative Agent has determined, in the exercise of its commercially reasonable credit
judgment, that such Receivable or class of Receivables is not acceptable as an Eligible
Receivable,




(xv) which is not subject to any right of rescission, set-off, counterclaim, any other
defense (including defenses arising out of violations of usury laws) of the applicable
Obligor against the applicable Originator or any other Adverse Claim, and the Obligor
thereon holds no right as against such Originator to cause such Originator to repurchase
the propane, propane appliances or other related goods the sale of which shall have given
rise to such Receivable (except with respect to sale discounts effected pursuant to the
invoice, or defective goods returned in accordance with the terms of the invoice),




(xvi) as to which the applicable Originator has satisfied and fully performed all
obligations on its part with respect to such Receivable required to be fulfilled by it, and
no further action is required to be performed by any Person with respect thereto other than
payment thereon by the applicable Obligor,




(xvii) in which Seller’s ownership interest therein is free and clear of any Adverse
Claim other than a first priority perfected security interest in favor of the
Administrative Agent, and




(xviii) which is reported on PeopleSoft or Navision or such other similar system that
is reasonably acceptable to the Administrative Agent.




Notwithstanding the foregoing, Receivables associated with the “level-pay program” shall be
Eligible Receivables to the extent that the aggregate amount of such Receivables does not
exceed 20% of total Retail Receivables. For the avoidance of doubt, (a) Receivables
associated with the “level-pay program” shall be counted towards the percentage in the
preceding sentence and shall be Eligible Receivables only if the account balance of
the Obligor participating in the level-pay program is a debit, and (b) anything contained
in the representations, covenants or indemnities of this Agreement to the contrary
notwithstanding, in no event will the failure to perfect the Administrative Agent’s
security interest in Eligible Receivables permitted under clause (i)(a), (i)(b) or (i)(c)
of this definition under foreign law, the Federal Assignment of Claims Act or similar
legislation, as applicable, give rise to an Amortization Event or to Indemnified Amounts.




“Interim Reporting Date” means (a) the third Business Day of each calendar week, (b)
the eighth Business Day of each calendar month beginning on or after May 1, 2012, (c) each
Business Day following not less than three Business Days’ prior written notice from the
Administrative Agent that it desires daily reporting, and (d) each other Business Day
selected by the Servicer.




“LMIR” means, for any day, the sum of (a) the greater of (i) the one-month “Eurodollar
Rate” for U.S. dollar deposits as reported on the Reuters Screen LIBOR01 Page (or such
other page as may replace Reuters Screen LIBOR01 Page), and (ii) 0%, plus (b) the
Applicable Margin.




“Scheduled Termination Date” means the earlier to occur of (a) the stated maturity
date under the Credit Agreement (or any replacement thereof and as the same may be modified
from time to time regardless of whether the Agents under this Agreement consent to such
modification), and (b) July 29, 2019.




“Unused Fee” means, on each Monthly Payment Date, a fully-earned and non-refundable
fee payable by the Seller to the Administrative Agent, for the ratable account of the
Purchasers, equal to 0.35% per annum multiplied by the average daily excess, if
any, during the Accrual Period then most recently ended of (i) the Aggregate Commitments
over (ii) the Aggregate Capital outstanding. For the avoidance of doubt, in no event may
any reduction in the Aggregate Commitment become effective for purposes of computing the
Unused Fee if, after giving effect to such reduction, the Aggregate Capital outstanding
would exceed the Aggregate Commitments as so reduced.



1.3. The definition of “Servicer Compliance Certificate” set forth in Exhibit I to the
Agreement is hereby deleted.



1.4. Schedule A to the Agreement is hereby amended and restated in its entirety to read as set
forth in Annex I hereto.



1.5. Schedule C to the Agreement is hereby amended and restated in its entirety to read as set
forth in Annex II hereto.



1.6. Schedule D to the Agreement is hereby amended and restated in its entirety to read as set
forth in Annex III hereto.



Section 2. Representations and Warranties. Each Seller Party hereby represents and
warrants to the Agents and the Purchasers, as to itself, as of the date hereof that:



2.1. The execution and delivery by such Seller Party of this Amendment, and the performance of
its obligations under the Agreement as amended hereby, are within its organizational powers and
authority and have been duly authorized by all necessary action on its part. This Amendment has
been duly executed and delivered by such Seller Party.



2.2. After giving effect to this Amendment, each of such Seller Party’s representations and
warranties set forth in Section 5.1 of the Agreement is true and correct in all material respects
as of the date hereof (except for such representations and warranties that speak only as of an
earlier date, in which case they are true and correct as of such date).



Section 3. Conditions Precedent. This Amendment shall become effective as of the date
specified in the preamble hereto upon satisfaction of each of the following conditions precedent:



3.1. The Administrative Agent shall have received counterparts hereof duly executed by each of
the Seller Parties, the Agents and the Purchasers.



3.2. The Administrative Agent shall have received counterparts of an amendment fee letter,
dated as of the date hereof, duly executed by each of the Seller, the Agents and the Purchasers,
together with payment in immediately available funds of the closing fees due and payable
thereunder.



3.3. The Administrative Agent shall have received counterparts of the Administrative Agent’s
Fee Letter, dated as of the date hereof, duly executed by the Seller and the Administrative Agent,
together with payment in immediately available funds of the Administrative Agent’s Fee due and
payable thereunder.



3.4. All reasonable fees and disbursements of Barnes & Thornburg LLP in connection with the
preparation of this Amendment for which the Seller has received an invoice shall have been paid in
full.



Section 4. Miscellaneous.



4.1. Except as expressly amended hereby, the Agreement remains unaltered and in full force and
effect.



4.2. 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.



4.3. SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT
AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER
PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST
ANY AGENT OR ANY PURCHASER OR ANY AFFILIATE OF ANY AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT OR
THE AGREEMENT AS AMENDED HEREBY SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.



4.3. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, THE AGREEMENT AS AMENDED HEREBY OR
THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.



4.4. This Amendment shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns (including any trustee in bankruptcy).



4.5. 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. Any executed
counterpart of this Amendment that is delivered by facsimile or electronic mail message attaching a
        .PDF or other image of such executed counterpart shall, to the fullest extent permitted by
applicable law, have the same force and effect as an original of such executed counterpart.



4.6. Any provisions of this Amendment which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date hereof.



FERRELLGAS RECEIVABLES, LLC



	 	 	 
	By: /s/ Alan C. Heitmann

	 

	Name:

Title:

	 	Alan C. Heitmann

Executive Vice President and







	 	 	Chief Financial Officer





FERRELLGAS, L.P.



By: Ferrellgas, Inc., its General Partner



	 	 	 
	By: /s/ Alan C. Heitmann

	 

	Name:

Title:

	 	Alan C. Heitmann

Executive Vice President and







	 	 	Chief Financial Officer





WELLS FARGO BANK, N.A.,


Individually as a Purchaser and as Administrative Agent



	 	 	 
	By: /s/ Eero Maki

	 

	Name:

Title:

	 	Eero Maki

Senior Vice President






SUNTRUST BANK,


Individually as a Purchaser and as a Co-Agent



	 	 	 
	By: /s/ Pawan Churiwal

	 

	Name:

	 	Pawan Churiwal






Title: Vice President



FIFTH THIRD BANK, individually as a Purchaser and as a Co-Agent



By: /s/ Brian Gardner 

Name: Brian Gardner

Title: Director