Exhibit 10.3 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of July 21, 1995, is entered into by and among FERRELLGAS, L.P., a Delaware limited partnership (the "Borrower"), STRATTON INSURANCE...Credit Agreement • October 17th, 1995 • Ferrellgas Partners L P • Retail-retail stores, nec • New York
Exhibit 1.1 1,250,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT June 24, 2003 UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2003 • Ferrellgas Partners L P • Retail-miscellaneous retail • New York
September 10, 2002 Ferrellgas Partners, L.P. Ferrellgas Partners Finance Corp. Debt Securities UNDERWRITING AGREEMENT 1. Introductory. Ferrellgas Partners, L.P., a Delaware limited partnership ("Ferrellgas Partners"), and Ferrellgas Partners Finance...Terms Agreement • September 24th, 2002 • Ferrellgas Partners L P • Retail-miscellaneous retail • New York
FERRELLGAS PARTNERS, L.P. UNDERWRITING AGREEMENT -2-Underwriting Agreement • April 15th, 2004 • Ferrellgas Partners L P • Retail-miscellaneous retail • New York
RECITALSCredit Agreement • November 14th, 1995 • Ferrellgas Partners L P • Retail-retail stores, nec • New York
AGREEMENT OFFerrellgas Partners L P • April 15th, 2004 • Retail-miscellaneous retail • Delaware
Exhibit 4.5 THE SECURITIES SUBJECT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED BY THE PURCHASER THEREOF,...Unit Purchase Agreement • May 21st, 2004 • Ferrellgas Partners L P • Retail-miscellaneous retail • Delaware
ARTICLE I DEFINITIONSRegistration Rights Agreement • May 21st, 2004 • Ferrellgas Partners L P • Retail-miscellaneous retail • Delaware
RECITALSContribution, Conveyance and Assumption Agreement • October 17th, 1995 • Ferrellgas Partners L P • Retail-retail stores, nec
DIRECTOR/OFFICER INDEMNIFICATION AGREEMENT THIS AGREEMENT is made and entered into this _____ day of ________, 199__, by and between Ferrellgas, Inc., a Delaware corporation ("Ferrellgas"), Ferrellgas Partners, L.P., and Ferrellgas, L.P....Officer Indemnification Agreement • March 15th, 2002 • Ferrellgas Partners L P • Retail-miscellaneous retail • Delaware
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 7th, 2008 • Ferrellgas Partners L P • Retail-miscellaneous retail • Kansas
THIS AMENDED AND RESTATED AGREEMENT (“Agreement”), made and entered into this 5th day of March, 2008 (the “Effective Date”), by and between Ferrellgas, Inc. (the “Company”) and Stephen L. Wambold (the “Executive”);
to INDENTUREFerrellgas Partners L P • September 24th, 2002 • Retail-miscellaneous retail • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLE INTEREST SALE AGREEMENT AND SUBORDINATED NOTEReceivable Interest Sale Agreement • June 8th, 2006 • Ferrellgas Partners L P • Retail-miscellaneous retail • Texas
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.
LENDER ADDENDUMLender Addendum • June 8th, 2006 • Ferrellgas Partners L P • Retail-miscellaneous retail
This Lender Addendum (this “Lender Addendum”) is dated as of the Effective Date set forth below and is entered into by and among Deutsche Bank Trust Company Americas (the “New Lender”), Ferrellgas, L.P. (“Borrower”), Ferrellgas, Inc. and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Fifth Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the New Lender.
Registration Rights Agreement dated as of November 12, 2004, between Ferrellgas Partners, L.P. and Kayne Anderson MLP Investment Company REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2004 • Ferrellgas Partners L P • Retail-miscellaneous retail • New York
This Agreement is made in connection with the Closing of the issuance and sale of the Purchased Units pursuant to the Unit Purchase Agreement, dated as of November 9, 2004, by and among Ferrellgas, the Purchaser and the other parties thereto (the “Purchase Agreement”). Ferrellgas has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchaser pursuant to Section 2.05 of the Purchase Agreement. In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:
Ferrellgas Partners, L.P. 9,000,000 Subordinated Units Representing Limited Partner Interests UNDERWRITING AGREEMENTFerrellgas Partners L P • November 20th, 1997 • Retail-miscellaneous retail • New York
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of June 6, 2006 Among FERRELLGAS RECEIVABLES, LLC, as Seller, FERRELLGAS, L.P., as Servicer, JUPITER SECURITIZATION CORPORATION, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY...Receivables Purchase Agreement • June 8th, 2006 • Ferrellgas Partners L P • Retail-miscellaneous retail • New York
THIS SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of June 6, 2006 (“Receivables Purchase Agreement”), is among Ferrellgas Receivables, LLC, a Delaware limited liability company (“Seller”), 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”), JPMorgan Chase Bank, N.A. (“JPMorgan Chase” and, together with its successors and assigns hereunder that become Committed Purchasers, the “Financial Institutions”), Jupiter Securitization Corporation (“Jupiter”), Fifth Third Bank (“Fifth Third”), and JPMorgan Chase Bank, N.A., as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I and, if not defined therein, the meanings assigned to such
ASSET PURCHASE AGREEMENT by and among Enterprise Products Operating L.P. as Buyer and Ferrellgas, L.P. and Ferrellgas, Inc. as Sellers June 22, 2005Asset Purchase Agreement • June 23rd, 2005 • Ferrellgas Partners L P • Retail-miscellaneous retail • New York
This Asset Purchase Agreement (“Agreement”) is made and entered into as of June 22, 2005, by and among Ferrellgas, L.P., a Delaware limited partnership (the “Partnership”), Ferrellgas, Inc., a Delaware corporation and the general partner of the Partnership (the “General Partner,” and together with the Partnership, the “Sellers”), and Enterprise Products Operating L.P., a Delaware limited partnership (the “Buyer”).
WAIVER TO EMPLOYMENT, CONFIDENTIALITY, AND NONCOMPETE AGREEMENTAnd Noncompete Agreement • March 9th, 2007 • Ferrellgas Partners L P • Retail-miscellaneous retail • Missouri
This Waiver to Employment, Confidentiality, and Noncompete Agreement dated as of December 19, 2006 (this “Waiver”) is made and entered into by and among Ferrell Companies, Inc., a Kansas corporation (“FCI”), Ferrellgas, Inc., a Delaware corporation (“FGI”; FCI and FGI are jointly and severally referred to herein as the “Company” or the “Companies”, as the context so requires), James E. Ferrell (the “Executive”) and Greatbanc Trust Company, as successor Trustee to LaSalle National Bank, not in its corporate capacity, but solely as Trustee of the Ferrell Companies Inc. Employee Stock Ownership Trust (“Trustee” and together with the Companies and the Executive, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Employment Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2008 • Ferrellgas Partners L P • Retail-miscellaneous retail • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 4, 2008, by and among Ferrellgas, L.P., a Delaware limited partnership (the “Company”), Ferrellgas Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), and Banc of America Securities LLC, J.P. Morgan Securities Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., SG Americas Securities, LLC and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 63/4% Senior Notes due 2014 (the “Securities”) pursuant to the Purchase Agreement (as defined below).
