Exhibit 10.11
SECOND AMENDMENT TO CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT
This Amendment (the "Amendment Agreement") to the Contribution, Conveyance and
Assumption Agreement, dated as of July 5, 1994, is made and entered into on
March 1, 1995 by and among Ferrellgas Partners, L.P., a Delaware limited
partnership (the "Master Partnership"), Ferrellgas, L.P., a Delaware limited
partnership (the "Operating Partnership"), and Ferrellgas, Inc. a Delaware
corporation (the "Company").
RECITALS
WHEREAS, on July 1, 1994 the Company, the Master Partnership and the
Operating Partnership, entered into a ceratin Contribution, Conveyance and
Assumption Agreement (the "Contribution Agreement") and a certain Conveyance
Assignment and Xxxx of Sale (the "Xxxx of Sale") both dated effective as of July
5, 1994; and
WHEREAS, the Company, the Master Partnership and the Operating
Partnership have entered into a certain First Amendment to Contribution,
Conveyance and Assumption Agreement dated July 5, 1994; and
WHEREAS, the Company, the Master Partnership and the Operating
Partnership desire to execute this Amendment Agreement in order to revise the
schedule entitled "Schedule 1 - Excluded Assets" to include the common stock of
Xxxxxxx Propane Gas Company of Missouri, which was erroneously omitted from such
schedule.
NOW, THEREFORE, in consideration of their mutual undertakings and
agreements hereunder, the Company, the Master Partnership and the Operating
Partnership agree as follows:
1. Modification of Schedule 1 - EXCLUDED ASSETS.
Schedule 1 of the Contribution Agreement, entitled "EXCLUDED ASSETS, " Is hereby
deleted in its entirety and the following schedule 1 is inserted in its place:
"Schedule 1
EXCLUDED ASSETS
Ferrellgas, Inc. will not contribute to Ferrellgas, L.P. the following
Assets (the "Excluded Assets"):
(1) Thirty Nine Million Dollars ($39,000,000.00) in cash
(2) Seventeen Million Dollars ($17,000,000.00) in receivables
from affiliates of its parent, Xxxxxxx Companies, Inc.
(3) Class B redeemable common stock of Xxxxxxx Companies, Inc
with a book value of approximately Thirty Six Million Dollars ($36,000,000.00)
(4) All of the outstanding shares of Common Stock of Xxxxxxx
Propane Gas Company of Missouri."
2. No Other Amendment of Modification. Except as explicitly amended
pursuant to paragraph 1 of this Amendment Agreement, no amendment, modification
or other change is made pursuant to the Amendment Agreement to the Contribution
Agreement. This Amendment Agreement shall hereafter be referred to as the Second
Amendment to the Contribution Conveyance and Assumption Agreement dated
effective July 5, 1994.
IN WITNESS WHEREOF, this Amendment Agreement has been duly executed by
the parties hereto as of the date first above written.
FERRELLGAS, INC.
By: _______________________
Xxxxxx X. Xxxxxxx
Senior Vice President and
Chief Financial Officer
FERRELLGAS, L.P.
By: Ferrellgas, Inc., as
General Partner
By: __________________________
Xxxxxx X. Xxxxxxx
Senior Vice President and
Chief Financial Officer
FERRELLGAS PARTNERS, L.P.
By: Ferrellgas, Inc. as
General Partner
By: ___________________________
Xxxxxx X. Xxxxxxx
Senior Vice President and
Chief Financial Officer
