-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ogh1PJgHdtnR3X6ajz2UhdAL6mum+Nui6T/KeJa8zDjNeArnoDMw8gFNT4Y6BxHu PhfKyGnjDRUWcX6LOICspA== 0000922359-97-000010.txt : 19971216 0000922359-97-000010.hdr.sgml : 19971216 ACCESSION NUMBER: 0000922359-97-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971031 FILED AS OF DATE: 19971212 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS L P CENTRAL INDEX KEY: 0000922359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 431676206 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-53379 FILM NUMBER: 97737018 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167921600 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRELLGAS FINANCE CORP CENTRAL INDEX KEY: 0000922360 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 431677595 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-53379-01 FILM NUMBER: 97737019 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 BUSINESS PHONE: 8167921600 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: LIBERTY STATE: MO ZIP: 64068 10-Q 1 OLP AND FINANCE CORP 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 1997 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission file numbers: 33-53379 33-53379-01 Ferrellgas, L.P. Ferrellgas Finance Corp. (Exact name of registrants as specified in their charters) Delaware 43-1698481 Delaware 43-1677595 ---------------------------- ------------------------------- (States or other jurisdictions of (I.R.S. Employer Identification Nos.) incorporation or organization) One Liberty Plaza, Liberty, Missouri 64068 (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (816) 792-1600 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] At November 17, 1997, Ferrellgas Finance Corp. had 1,000 shares of $1.00 par value common stock outstanding. FERRELLGAS, L.P. FERRELLGAS FINANCE CORP. Table of Contents Page PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Ferrellgas, L.P. and Subsidiaries Consolidated Balance Sheets - October 31, 1997 and July 31, 1997 1 Consolidated Statements of Earnings - Three months ended October 31, 1997 and 1996 2 Consolidated Statement of Partners' Capital - Three months ended October 31, 1997 3 Consolidated Statements of Cash Flows - Three months ended October 31, 1997 and 1996 4 Notes to Consolidated Financial Statements 5 Ferrellgas Finance Corp. Balance Sheets - October 31, 1997 and July 31, 1997 6 Statements of Earnings - Three months ended October 31, 1997 and 1996 6 Note to Financial Statements 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 9 ITEM 2. CHANGES IN SECURITIES 9 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9 ITEM 5. OTHER INFORMATION 9 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FERRELLGAS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands)
ASSETS October 31, July 31, 1997 1997 - ------------------------------------------------------------- --------------- -------------- (unaudited) Current Assets: Cash and cash equivalents $ 9,335 $ 14,787 Accounts and notes receivable 77,266 61,835 Inventories 42,912 43,112 Prepaid expenses and other current assets 16,718 10,102 -------------- -------------- Total Current Assets 146,231 129,836 Property, plant and equipment, net 404,935 405,736 Intangible assets, net 111,257 112,058 Other assets, net 5,917 6,147 -------------- -------------- Total Assets $668,340 $653,777 ============== ==============
LIABILITIES AND PARTNERS' CAPITAL - ------------------------------------------------------------- Current Liabilities: Accounts payable $ 63,596 $ 39,322 Other current liabilities 33,638 47,546 Short-term borrowings 44,546 21,786 -------------- -------------- Total Current Liabilities 141,780 108,654 Long-term debt 332,022 327,334 Other liabilities 12,511 12,354 Contingencies and commitments Partners' Capital Limited partner 180,188 203,360 General partner 1,839 2,075 -------------- -------------- Total Partners' Capital 182,027 205,435 -------------- -------------- Total Liabilities and Partners' Capital $668,340 $653,777 ============== ==============
See notes to consolidated financial statements 1 FERRELLGAS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (in thousands) (unaudited)
For the three months ended ------------------------------------------ October 31, 1997 October 31, 1996 -------------------- -------------------- Revenues: Gas liquids and related product sales $143,051 $156,764 Other 10,154 11,096 -------------------- -------------------- Total revenues 153,205 167,860 Cost of product sold (exclusive of depreciation, shown separately below) 86,616 101,075 -------------------- -------------------- Gross profit 66,589 66,785 Operating expense 50,063 48,967 Depreciation and amortization expense 11,537 10,831 General and administrative expense 4,421 3,767 Vehicle and tank lease expense 2,312 1,480 -------------------- -------------------- Operating income (loss) (1,744) 1,740 Interest expense (8,246) (7,642) Interest income 397 379 Gain (loss) on disposal of assets 66 (880) -------------------- -------------------- Net loss $ (9,527) $ (6,403) ==================== ====================
See notes to consolidated financial statements 2 FERRELLGAS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (in thousands) (unaudited)
Limited General Total partners' partner partner capital ---------------- --------------- ------------------- July 31, 1997 $ 203,360 $ 2,075 $ 205,435 Additions to capital in connection 2,020 21 2,041 with acquisitions Quarterly distributions (15,761) (161) (15,922) Net loss (9,431) (96) (9,527) ---------------- --------------- ------------------- October 31, 1997 $ 180,188 $ 1,839 $ 182,027 ================ =============== ===================
See notes to consolidated financial statements. 3 FERRELLGAS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
For the three months ended --------------------------------- October 31, October 31, 1997 1996 ---------------- --------------- Cash Flows From Operating Activities: Net loss $ (9,527) $ (6,403) Reconciliation of net loss to net cash from operating activities: Depreciation and amortization 11,537 10,831 Other 920 1,669 Changes in operating assets and liabilities net of effects from business acquisitions: Accounts and notes receivable (15,869) (25,032) Inventories (422) (13,864) Prepaid expenses and other current assets (6,614) (3,080) Accounts payable 23,726 40,237 Other current liabilities (13,590) 2,331 Other 157 (134) ---------------- --------------- Net cash provided (used) by operating activities (9,682) 6,555 ---------------- --------------- Cash Flows From Investing Activities: Business acquisitions (2,744) (8,247) Capital expenditures (4,480) (3,832) Other 958 1,219 ---------------- --------------- Net cash used by investing activities (6,266) (10,860) ---------------- --------------- Cash Flows From Financing Activities: Net additions to short-term borrowings 22,760 15,253 Additions to long-term debt 3,853 12,747 Reductions of long-term debt (234) (337) Distributions (15,922) (15,922) Other 39 (397) ---------------- --------------- Net cash provided by financing activities 10,496 11,344 ---------------- --------------- Increase (decrease) in cash and cash equivalents (5,452) 7,039 Cash and cash equivalents - beginning of period 14,787 13,769 ---------------- --------------- Cash and cash equivalents - end of period $9,335 $20,808 ================ =============== Cash paid for interest $ 12,923 $ 10,795 ================ ===============
See notes to consolidated financial statements 4 FERRELLGAS, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 1997 (unaudited) A. The financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the interim periods presented. All adjustments to the financial statements were of a normal, recurring nature. B. The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from these estimates. C. The propane industry is seasonal in nature with peak activity during the winter months. Therefore, the results of operations for the periods ended October 31, 1997 and October 31, 1996 are not necessarily indicative of the results to be expected for a full year.
D. Inventories consist of: October 31, July 31, (in thousands) 1997 1997 ---------------- -------------- Liquefied propane gas and related products $35,231 $35,351 Appliances, parts and supplies 7,681 7,761 ---------------- -------------- $42,912 $43,112 ================ ==============
In addition to inventories on hand, the Partnership enters into contracts to buy product for supply purposes. Nearly all such contracts have terms of less than one year and most call for payment based on market prices at date of delivery. All fixed price contracts have terms of less than one year.
Property, plant and equipment, net consist of: October 31, July 31, (in thousands) 1997 1997 --------------- --------------- Property, plant and equipment $620,013 $614,974 Less: accumulated depreciation 215,078 209,238 --------------- --------------- $404,935 $405,736 =============== ===============
Intangible assets, net consist of: October 31, July 31, (in thousands) 1997 1997 --------------- --------------- Intangible assets $224,008 $221,269 Less: accumulated amortization 112,751 109,211 --------------- --------------- $111,257 $112,058 =============== ===============
E. The Partnership is threatened with or named as a defendant in various lawsuits which, among other items, claim damages for product liability. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are likely to have a material adverse effect on the results of operations or financial condition of the Partnership. 5 FERRELLGAS FINANCE CORP. (a wholly owned subsidiary of Ferrellgas, L.P.) BALANCE SHEETS
October 31, July 31, ASSETS 1997 1997 - -------------------------------------------------------------------- ------------------- ------------------- (unaudited) Cash $1,000 $1,000 ------------------- ------------------- Total Assets $1,000 $1,000 =================== ===================
STOCKHOLDER'S EQUITY Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding $1,000 $1,000 Additional paid in capital 759 759 Accumulated deficit (759) (759) ------------------- ------------------- Total Stockholder's Equity $1,000 $1,000 =================== ===================
STATEMENTS OF EARNINGS (unaudited) Three Months Ended --------------------------------------- October 31, October 31, 1997 1996 ------------------- ----------------- General and administrative expense $ - $ - ------------------- ----------------- Net loss $ - $ - =================== =================
NOTE TO FINANCIAL STATEMENTS OCTOBER 31, 1997 (unaudited) The financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the interim periods presented. All adjustments to the financial statements were of a normal, recurring nature. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the results of operations and liquidity and capital resources of the Ferrellgas, L.P. (the "Partnership" or "OLP"). Ferrellgas Finance Corp. has nominal assets and does not conduct any operations. Accordingly, a discussion of the results of operations and liquidity and capital resources is not presented. Statements included in this report that are not historical facts, including a statement concerning the Partnership's belief that the it will have sufficient funds to meet its obligations to enable it to distribute to Ferrellgas Partners, L.P. ("the MLP") sufficient funds to permit the MLP to meet its obligations with respect to the MLP Senior Notes issued in April 1996, and to enable it to distribute the Minimum Quarterly Distribution ($0.50 per Unit) on all Common Units and Subordinated Units, are forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. The risks and uncertainties include but are not limited to the following and their effect on the Partnership's operations: a) the effect of weather conditions on demand for propane, b) price and availability of propane supplies, c) the availability of capacity to transport propane to market areas, d) competition from other energy sources and within the propane industry, e) operating risks incidental to transporting, storing, and distributing propane, f) changes in interest rates, g) governmental legislation and regulations, h) energy efficiency and technology trends and (i) other factors that are discussed in the Partnership's filings with the Securities and Exchange Commission. Results of Operations The propane industry is seasonal in nature with peak activity during the winter months. Due to the seasonality of the business, results of operations for the three months ended October 31, 1997 and 1996, are not necessarily indicative of the results to be expected for a full year. Other factors affecting the results of operations include competitive conditions, demand for product, variations in weather and fluctuations in propane prices. Three Months Ended October 31, 1997 vs. October 31, 1996 Total Revenues. Total revenues decreased 8.7% to $153,205,000 as compared to $167,860,000 in the first quarter of fiscal 1997, primarily due to decreased retail propane volumes and sales price per gallon and a decrease in revenues from other operations (wholesale marketing, chemical feedstocks and net trading operations), partially offset by increased sales volume due to the effect of acquisitions. Retail volumes decreased 4.8% to 154,495,000 gallons as compared to 162,281,000 gallons for the first quarter of fiscal 1997, primarily due to a delay in deliveries of retail gallons caused by a lack of sustained cold weather and due to a reduction in demand for crop drying gallons compared to the same quarter last year. Revenue from other operations decreased by $6,102,000 primarily due to decreased wholesale marketing sales price per gallon and volumes related to a weaker demand for agricultural gallons as compared to the same quarter last year. Gross Profit. Gross profit decreased 0.3% to $66,589,000 as compared to $66,785,000 in the first quarter of fiscal 1997, primarily due to the effect of decreased retail propane volumes and a decrease in wholesale marketing, trading and chemical feedstocks marketing operations offset by the effect of increased retail margins and the effect of acquisitions. Operating Expenses. Operating expenses increased 2.2% to $50,063,000 as compared to $48,967,000 in the first quarter of fiscal 1997 primarily due to acquisition related increases in personnel costs, plant and office expenses, and vehicle and other expenses. 7 Depreciation and Amortization. Depreciation and amortization expense increased 6.5% to $11,537,000 as compared to $10,831,000 for the first quarter of fiscal 1997 primarily due to acquisitions of propane businesses. Interest expense. Interest expense increased 7.9% to $8,246,000 as compared to $7,642,000 from the year ago quarter. This increase is primarily the result of increased borrowings, offset by a small decrease in the overall average interest rate paid by the Partnership on its borrowings. Liquidity and Capital Resources The ability of the OLP to satisfy its obligations is dependent upon future performance, which will be subject to prevailing economic, financial, business and weather conditions and other factors, many of which are beyond its control. For the fiscal year ending July 31, 1998, the General Partner believes that the OLP will have sufficient funds to meet its obligations and enable it to distribute to the MLP sufficient funds to permit the MLP to meet its obligations with respect to the MLP Senior Notes issued in April 1996, and enable it to distribute the Minimum Quarterly Distribution ($0.50 per Unit) on all Common Units and Subordinated Units. Future maintenance and working capital needs of the OLP are expected to be provided by cash generated from future operations, existing cash balances and the working capital borrowing facility. In order to fund expansive capital projects and future acquisitions, the OLP may borrow on existing bank lines or the MLP may issue additional Common Units. Toward this purpose the MLP maintains a shelf registration statement with the Securities and Exchange Commission for 1,800,322 Common Units representing limited partner interests in the MLP. The Common Units may be issued from time to time by the MLP in connection with the OLP's acquisition of other businesses, properties or securities in business combination transactions. Operating Activities. Cash used by operating activities was $(9,682,000) for the three months ended October 31, 1997, compared to cash provided by operating activities of $6,555,000 for the prior period. This decrease is primarily due to a decrease in volumes from other operations during the quarter as compared to the first quarter of last year and its affect on accounts receivable and accounts payable, and due to the timing of payments for purchases of inventory. Investing Activities. During the three months ended October 31, 1997, the Partnership made total acquisition capital expenditures of $5,270,000. This amount was funded by $2,744,000 cash payments (including $619,000 for transition costs previously accrued for fiscal 1997 acquisitions) and $3,145,000 in other costs and consideration. During the three months ended October 31, 1997, the Partnership made growth and maintenance capital expenditures of $4,480,000 consisting primarily of the following: 1) relocating and upgrading district plant facilities, 2) additions to Partnership-owned customer tanks and cylinders, 3) vehicle lease buyouts, and 4) upgrading computer equipment and software. Capital requirements for repair and maintenance of property, plant and equipment are relatively low since technological change is limited and the useful lives of propane tanks and cylinders, the Partnership's principal physical assets, are generally long. The Partnership meets its vehicle and transportation equipment fleet needs by leasing light and medium duty trucks and tractors. The General Partner believes vehicle leasing is a cost effective method for meeting the Partnership's transportation equipment needs. The Partnership continues seeking to expand its operations through strategic acquisitions of smaller retail propane operations located throughout the United States. These acquisitions will be funded through internal cash flow, external borrowings or the issuance of additional Partnership interests. The Partnership does not have any material commitments of funds for capital expenditures other than to support the current level of operations. In fiscal 1998, the Partnership expects growth and maintenance capital expenditures to increase slightly over fiscal 1997 levels. 8 Financing Activities. During the three months ended October 31, 1997, the Partnership borrowed $26,613,000 from its Credit Facility to fund working capital, business acquisitions and capital expenditures needs. At October 31, 1997, $113,150,000 of borrowings were outstanding under the revolving portion of the Credit Facility. Letters of credit outstanding, used primarily to secure obligations under certain insurance arrangements, totaled $24,791,000. At October 31, 1997, the Partnership had $67,059,000 available for general corporate, acquisition and working capital purposes under the Credit Facility. On November 17, 1997, the Partnership declared a cash distribution of $23,542,550 to partners, payable December 12, 1997. The distribution will fund Ferrellgas Partners, L.P.'s cash distribution of $15,804,747 to its partners and the $7,500,000 interest payment on its Senior Subordinated Notes. Adoption of New Accounting Standards: The Financial Accounting Standards Board recently issued the following new accounting standards: Statement of Financial Accounting Standards ("SFAS") No. 130 "Reporting Comprehensive Income" and SFAS No. 131 "Disclosures About Segments of an Enterprise and Related Information." SFAS Nos. 130 and 131 are required to be adopted by the Partnership for the fiscal year ended July 31, 1999. The adoption of both standards is not expected to have a material effect on the Partnership's financial position or results of operations. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 2. CHANGES IN SECURITIES. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. 9 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits 3.1 Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P., dated as of April 23, 1996 (Incorporated by reference to Exhibit 3 to the Partnership's Quarterly Report on Form 10-Q filed June 12, 1996.) 3.2 Articles of Incorporation for Ferrellgas Finance Corp. Incorporated by reference to same numbered exhibit to the Partnership's Quarterly Report on Form 10-Q filed December 13, 1996.) 10.1 First Amendment to Amended and Restated Credit Agreement dated as of November 7,1997, among Ferrellgas, L.P., Stratton Insurance Company, Inc., Ferrellgas, Inc. Bank of America National Trust and Savings Association, as agent, and the other financial institutions party thereto. 27.1 Financial Data Schedule - Ferrellgas, L.P. (filed in electronic format only) 27.2 Financial Data Schedule - Ferrellgas Finance Corp. (filed in electronic format only) (b) Reports on Form 8-K None. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FERRELLGAS, L.P. By Ferrellgas, Inc. (General Partner) Date: December 12, 1997 By /s/ Danley K. Sheldon ----------------------- Danley K. Sheldon Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) FERRELLGAS FINANCE CORP. Date: December 12, 1997 By /s/ Danley K. Sheldon ------------------------ Danley K. Sheldon Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) EX-10.1 2 AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of November 7, 1997, is entered into by and among FERRELLGAS, L.P., a Delaware limited partnership (the "Borrower"), STRATTON INSURANCE COMPANY, INC., a Vermont corporation and a wholly-owned subsidiary of Borrower ("Stratton"), FERRELLGAS, INC., a Delaware corporation and the sole general partner of Borrower (the "General Partner"), each of the financial institutions that is a signatory to this Amendment (collectively, the "Banks") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the Banks (in such capacity, the "Agent"), and amends that certain Amended and Restated Credit Agreement dated as of July 31, 1996 (as the same is in effect immediately prior to the effectiveness of this Amendment, the "Existing Credit Agreement" and as the same may be amended, supplemented or modified and in effect from time to time, the "Credit Agreement"), by and among the Borrower, Stratton, the General Partner, the Agent and the Banks from time to time party to the Credit Agreement. Capitalized terms used and not otherwise defined in this Amendment shall have the same meanings in this Amendment as set forth in the Credit Agreement, and the rules of interpretation set forth in Section 1.02 of the Credit Agreement shall be applicable to this Amendment. RECITAL The Borrower has requested that the Banks amend Section 8.12(d) under the Existing Credit Agreement, and the Banks are willing to agree to so amend the Existing Credit Agreement on the terms and subject to the conditions set forth below. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION 1. Amendment. On the terms of this Amendment and subject to the satisfaction of the conditions precedent set forth below in Section 2, Section 8.12(d) of the Existing Credit Agreement is amended in its entirety as follows: "(d) such Restricted Payment (other than (x) Restricted Payments described in clause (i) of the first paragraph of this Section 8.12 made during the fiscal quarter ending January 31, 1997 that do not exceed $26,000,000 in the aggregate or (y) any Restricted Payments described in clauses (iii) or (iv) of the first paragraph of this Section 8.12), the amount of which, if made other than with cash, to be determined in accordance with clause (c) of this Section 8.12, shall not exceed an amount equal to the excess of (A) Consolidated Cash Flow of the Borrower and its Subsidiaries for the period from and after October 31, 1996 through and including the last day of the fiscal quarter ending immediately preceding the date of the proposed Restricted Payment (the "Determination Period") over (B) the sum of Consolidated Interest Expense of the Borrower and its Subsidiaries for the Determination Period plus all capital expenditures (other than Growth-Related Capital Expenditures) made by the Borrower and its Subsidiaries during the Determination Period plus the aggregate of all other Restricted Payments (other than (x) Restricted Payments described in clause (i) of the first paragraph of this Section 8.12 made during the fiscal quarter ending January 31, 1997 that do not exceed $26,000,000 in the aggregate or (y) any Restricted Payments described in clauses (iii) or (iv) of the first paragraph of this Section 8.12) made by the Borrower and its Subsidiaries during the period from and after October 31, 1996 through and including the date of the proposed Restricted Payment plus (C) $30,000,000; and" SECTION 2. Conditions to Effectiveness. The amendment set forth in Section 1 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent on or prior to November 7, 1997 (the date of satisfaction of all such conditions being referred to as the "Amendment Effective Date"): (a) On or before the Amendment Effective Date, the Borrower shall deliver to the Agent, on behalf of the Banks, this Amendment, duly executed and delivered by the Borrower, the General Partner, Stratton, Ferrellgas Finance Corp. ("Finance Corp."), the Banks and the Agent. (b) On or before the Amendment Effective Date, all corporate, partnership and other proceedings taken or to be taken in connection with the transactions contemplated by this Amendment, and all documents incidental thereto, shall be reasonably satisfactory in form and substance to the Agent and its counsel, and the Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as they may reasonably request. (c) All governmental actions or filings necessary for the execution, delivery and performance of this Amendment shall have been made, taken or obtained, and no order, statutory rule, regulation, executive order, decree, judgment or minjunction shall have been enacted, e ntered, issued, promulgated or enforced by any court or other governmental entity which prohibits or restricts the transactions contemplated by thi Amendment nor shall any action have been commenced or threatened seeking any injunction or any restraining or other order to prohibit, restrain, invalidate or set aside the transactions contemplated by this Amendment. (d) The representations and warranties set forth in this Amendment shall be true and correct as of the Amendment Effective Date. SECTION 3. Representations and Warranties. In order to induce the Banks to enter into this Amendment and to amend the Existing Credit Agreement in the manner provided in this Amendment, the Borrower, the General Partner, Finance Corp. and Stratton represent and warrant to each Bank as of the Amendment Effective Date as follows: (a) Power and Authority. The Borrower, the General Partner, Stratton and Finance Corp. have all requisite corporate or partnership power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform their respective obligations under, the Existing Credit Agreement as amended by this Amendment (hereafter referred to as the "Amended Credit Agreement"). (b) Authorization of Agreements. The execution and delivery of this Amendment by the Borrower, the General Partner, Stratton and Finance Corp. and the performance of the Amended Credit Agreement by the Borrower, the General Partner, Stratton and Finance Corp. have been duly authorized by all necessary action, and this Amendment has been duly executed and delivered by the Borrower, the General Partner, Stratton and Finance Corp. (c) Enforceability. The Amended Credit Agreement constitutes the legal, valid and binding obligation of the Borrower, the General Partner, Stratton and Finance Corp. enforceable against the Borrower, the General Partner, Stratton and Finance Corp. in accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general. The enforceability of the obligations of the Borrower, the General Partner, Stratton and Finance Corp. hereunder is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) No Conflict. The execution and delivery by the Borrower, the General Partner, Stratton and Finance Corp. of this Amendment and the performance by the Borrower, the General Partner, Stratton and Finance Corp. of the Amended Credit Agreement do not and will not (i) contravene, in any material respect, any provision of any law, regulation, decree, ruling, judgment or order that is applicable to the Borrower, the General Partner, Stratton or Finance Corp., as the case may be, or their respective properties or other assets, (ii) result in a breach of or constitute a default under the charter, bylaws or other organizational documents of the Borrower, the General Partner, Stratton, or Finance Corp., as the case may be, or any material agreement, indenture, lease or instrument binding upon the Borrower, the General Partner, Stratton, or Finance Corp., or their respective properties or other assets or (iii) result in the creation or imposition of any Liens on their respective properties other than as permitted under the Credit Agreement. (e) Governmental Consents. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower, the General Partner, Stratton or Finance Corp. of this Amendment. (f) Representations and Warranties in the Credit Agreement. The Borrower, the General Partner and Stratton confirm that as of the Amendment Effective Date the representations and warranties contained in Article VI of the Credit Agreement are (before and after giving effect to this Amendment) true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and that no Default has occurred and is continuing. (g) Subsidiaries. As of the Amendment Effective Date, the Borrower has no Subsidiaries other than Finance Corp and Stratton. SECTION 4. Miscellaneous. (a) Reference to and Effect on the Existing Credit Agreement and the Other Basic Documents. (i) Except as specifically amended by this Amendment and the documents executed and delivered in connection herewith, the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (ii) The execution and delivery of this Amendment and performance of the Amended Credit Agreement shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Banks under, the Existing Credit Agreement or any of the other Loan Documents. (iii) Upon the conditions precedent set forth herein being satisfied, this Amendment shall be construed as one with the Existing Credit Agreement, and the Existing Credit Agreement shall, where the context requires, be read and construed throughout so as to incorporate this Amendment. (b) Fees and Expenses. The Borrower, the General Partner and Stratton acknowledge that all costs, fees and expenses incurred in connection with this Amendment will be paid in accordance with Section 11.04 of the Existing Credit Agreement. (c) Headings. Section and subsection headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. (d) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. (e) Governing Law. This Amendment shall be governed by and construed according to the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written. FERRELLGAS, L.P., a Delaware limited partnership By: FERRELLGAS, INC. Its: General Partner By: Name: Title: FERRELLGAS, INC. By: Name: Title: STRATTON INSURANCE COMPANY, INC. By: Name: Title: AGENT BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent By: Name: Title: BANKS BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: Name: Title: NATIONSBANK OF TEXAS, N.A. By: Name: Title: WELLS FARGO BANK, N.A. By: Name: Title: THE BANK OF NOVA SCOTIA By: Name: Title: BANKBOSTON, N.A. (FORMERLY KNOWN AS THE FIRST NATIONAL BANK OF BOSTON) By: Name: Title: BANQUE PARIBAS By: Name: Title: UNION BANK OF CALIFORNIA, N.A. By: Name: Title: THE BANK OF NEW YORK By: Name: Title: CAISSE NATIONALE DE CREDIT AGRICOLE By: Name: Title: The undersigned hereby acknowledges and consents to the foregoing First Amendment to Amended and Restated Credit Agreement, makes the representations and warranties set forth in the foregoing First Amendment to Amended and Restated Credit Agreement, reaffirms the terms of its Amended and Restated Continuing Guaranty with Bank of America National Trust and Savings Association, as Agent and acknowledges that such Amended and Restated Continuing Guaranty remains in full force and effect in accordance with its terms. FERRELLGAS FINANCE CORP. By: Name: Title: EX-27.1 3 FDS FOR THE 3 MONTHS ENDED 10/31/97
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS, L.P. AND SUBSIDIARIES BALANCE SHEET ON OCTOBER 31, 1997 AND THE STATEMENT OF EARNINGS ENDED OCTOBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 0000922359 FERRELLGAS,L.P. 1000 US Dollars 3-mos JUL-31-1998 AUG-01-1997 OCT-31-1997 1 9335 0 78500 1234 42912 146231 620013 215078 668340 141780 332022 0 0 0 182027 668340 143051 153205 86616 150528 0 0 8246 (9527) 0 (9527) 0 0 0 (9527) 0 0
EX-27.2 4 FDS FOR THE 3 MONTHS ENDED 10/31/97
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM FERRELLGAS FINANCE CORP. BALANCE SHEET ON OCTOBER 31, 1997 AND THE STATEMENT OF EARNINGS ENDED OCTOBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 0000922360 FERRELLGAS FINANCE COPR. 1 US Dollars 3-mos JUL-31-1998 AUG-01-1997 OCT-31-1997 1 1000 0 0 0 0 1000 0 0 1000 0 0 1000 0 0 0 1000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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