LENDER ADDENDUM
Exhibit 10.6
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.
Subject to the New Lender’s receipt of a duly executed copy of the fee letter dated as of June
6, 2006, among Borrower, Ferrellgas, Inc. and the New Lender, and the payment in full of the fee
referred to therein, New Lender hereby agrees to become a Lender under the Credit Agreement with a
Commitment equal to the amount set forth below (the “New Commitment”), subject to and in
accordance with the Credit Agreement, as of the Effective Date as specified below. New Lender
shall have all of the rights and obligations of a Lender under the Credit Agreement, the Guarantees
of the Obligations and any other documents or instruments delivered pursuant thereto, to the extent
related to the New Commitment (including, without limitation, rights and obligations with respect
to Committed Loans, Swing Line Loans and Letters of Credit).
1. New Lender: Deutsche Bank Trust Company Americas
2. Borrower: Ferrellgas, L.P.
3. Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement
4. Credit Agreement: The Fifth Amended and Restated Credit Agreement, dated as of
April 22, 2005, among Ferrellgas, L.P., as Borrower, Ferrellgas, Inc., as the General Partner of
Borrower, the Lenders parties thereto, and Bank of America, N.A., as Administrative Agent.
5. New Commitment:
Aggregate Commitments | Aggregate Commitments | |||||
Commitment of | of all Lenders Prior to | of all Lenders Including | Pro Rata Share of New | |||
New Lender | New Commitment | New Commitment | Lender Commitment | |||
$35,000,000 |
$330,000,000 | $365,000,000 | 9.59% |
6. Lending Office. The Lending Office of New Lender is at the address set forth
below:
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxx, Xxx Xxxx 00000
7. Effective Date: June 6, 2006
8. Representations and Warranties of New Lender. The New Lender (a) represents and
warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Lender Addendum and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee
under the Credit Agreement (subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the New Commitment, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 6.01(b) thereof,
as applicable, and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Lender Addendum on the basis of which it has
made such analysis and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by
the New Lender; and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.
9. General Provisions. This Lender Addendum shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Lender Addendum
may be executed in any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Lender Addendum by telecopy shall
be effective as delivery of a manually executed counterpart of this Lender Addendum. This Lender
Addendum shall be governed by, and construed in accordance with, the law of the State of New York.
[Signature page follows.]
The terms set forth in this Lender Addendum are hereby agreed to as of the Effective Date set
forth above.
NEW LENDER DEUTSCHE BANK TRUST COMPANY AMERICAS |
||||
By: | ||||
Title: | ||||
By: | ||||
Title: | ||||
FERRELLGAS, L.P. |
||||
By: | Ferrellgas, Inc., as its General Partner | |||
By: | ||||
Xxxxx X. Xxxxx, Senior Vice President | ||||
and Chief Financial Officer | ||||
FERRELLGAS, INC. |
||||
By: | ||||
Xxxxx X. Xxxxx, Senior Vice President | ||||
and Chief Financial Officer | ||||
BANK OF AMERICA, N.A., as Administrative Agent |
||||
By: | ||||
Name: | ||||
Title: | ||||
BANK OF AMERICA, N.A., as a
Lender, L/C Issuer and Swing Line Lender |
||||
By: | ||||
Name: | ||||
Title: | ||||