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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/15/20 Ferrellgas Partners LP 10-Q 10/31/20 94:21M Toppan Merrill Bridge/FA Ferrellgas LP Ferrellgas Finance Corp. Ferrellgas Partners Finance Corp. |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.27M
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 35K
3: EX-10.26 Material Contract HTML 43K
4: EX-10.27 Material Contract HTML 43K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
7: EX-31.3 Certification -- §302 - SOA'02 HTML 35K
8: EX-31.4 Certification -- §302 - SOA'02 HTML 35K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
11: EX-32.3 Certification -- §906 - SOA'02 HTML 28K
12: EX-32.4 Certification -- §906 - SOA'02 HTML 28K
19: R1 Document And Entity Information HTML 74K
20: R2 Consolidated Balance Sheets HTML 137K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K
22: R4 Consolidated Statements Of Operations HTML 108K
23: R5 Consolidated Statements of Comprehensive Income HTML 61K
(Loss)
24: R6 Consolidated Statements Of Partners' Deficit HTML 88K
25: R7 Consolidated Statements Of Cash Flows HTML 134K
26: R8 Partnership Organization And Formation HTML 55K
27: R9 Summary Of Significant Accounting Policies HTML 40K
28: R10 Leases HTML 384K
29: R11 Supplemental Financial Statement Information HTML 242K
30: R12 Accounts And Notes Receivable, Net And Accounts HTML 74K
Receivable Securitization
31: R13 Debt HTML 180K
32: R14 Partners' deficit HTML 66K
33: R15 Revenue from contracts with customers HTML 117K
34: R16 Fair Value Measurements HTML 213K
35: R17 Derivative Instruments and Hedging Activities HTML 383K
36: R18 Transactions With Related Parties HTML 62K
37: R19 Contingencies And Commitments HTML 48K
38: R20 Net Earnings (Loss) Per Common Unitholders' HTML 46K
Interest
39: R21 Guarantor financial information HTML 1.38M
40: R22 Subsequent Events HTML 59K
41: R23 Summary Of Significant Accounting Policies HTML 42K
(Policy)
42: R24 Leases (Tables) HTML 468K
43: R25 Supplemental Financial Statement Information HTML 249K
(Tables)
44: R26 Accounts And Notes Receivable, Net And Accounts HTML 69K
Receivable Securitization (Tables)
45: R27 Debt (Tables) HTML 155K
46: R28 Partners' deficit (Tables) HTML 60K
47: R29 Revenue from contracts with customers (Tables) HTML 109K
48: R30 Fair Value Measurement (Tables) HTML 207K
49: R31 Derivative Instruments and Hedging Activities HTML 376K
(Tables)
50: R32 Transactions With Related Parties (Tables) HTML 58K
51: R33 Net Earnings (Loss) Per Common Unitholders' HTML 45K
Interest (Tables)
52: R34 Guarantor financial information (Tables) HTML 1.38M
53: R35 Partnership Organization And Formation (Details) HTML 86K
54: R36 Leases - Assets and Liabilities (Details) HTML 62K
55: R37 Leases - Lease Expenses (Details) HTML 68K
56: R38 Leases - Maturity (Details) HTML 94K
57: R39 Leases - Assumptions (Details) HTML 37K
58: R40 Leases - Cash Flow (Details) HTML 33K
59: R41 Supplemental Information - Inventories (Details) HTML 40K
60: R42 Supplemental Information - Prepaids and Other HTML 39K
Assets (Details)
61: R43 Supplemental Information - Other Current HTML 47K
Liabilities (Details)
62: R44 Supplemental Information - Shipping and Handling HTML 42K
(Details)
63: R45 Supplemental Information - Cash (Details) HTML 66K
64: R46 Accounts And Notes Receivable, Net And Accounts HTML 44K
Receivable Securitization (Details)
65: R47 Accounts And Notes Receivable, Net And Accounts HTML 54K
Receivable Securitization - Additional information
(Details)
66: R48 Debt - Components Of Long-Term Debt (Details) HTML 92K
67: R49 Debt - Long-Term Debt Activity (Details) HTML 95K
68: R50 Debt Maturities (Details) HTML 47K
69: R51 Debt - Secured Senior Note and Credit Facility HTML 68K
(Details)
70: R52 Debt - Forbearance and Covenants (Details) HTML 73K
71: R53 Partners' Deficit - Limited Partner Units HTML 38K
(Details)
72: R54 Partners' Deficit - Ownership (Details) HTML 54K
73: R55 Partners' Deficit - Paid Distributions (Details) HTML 39K
74: R56 Partners' Deficit - Contributions and AOCI HTML 46K
(Details)
75: R57 Revenue from contracts with customers (Details) HTML 72K
76: R58 Fair Value Measurements - Assets and Liabilities HTML 38K
(Details)
77: R59 Fair Value Measurements - Other Financial HTML 31K
Instruments (Details)
78: R60 Derivative Instruments and Hedging Activities - HTML 55K
Balance Sheet (Details)
79: R61 Derivative Instruments and Hedging Activities - HTML 44K
Derivative Collateral (Details)
80: R62 Derivative Instruments and Hedging Activities - HTML 29K
Effect on Earnings (Details)
81: R63 Derivative Instruments and Hedging Activities - HTML 42K
Effect on Comprehensive Income and Change in FV
(Details)
82: R64 Derivative Instruments and Hedging Activities - HTML 50K
AOCI Rollforward (Details)
83: R65 Derivative Instruments and Hedging Activities - HTML 32K
Credit Risk (Details)
84: R66 Transactions With Related Parties (Details) HTML 43K
85: R67 Contingencies And Commitments (Details) HTML 52K
86: R68 Net Earnings (Loss) Per Common Unitholders' HTML 32K
Interest (Details)
87: R69 Guarantor financial information (Details) HTML 37K
88: R70 Guarantor financial information - Balance Sheets HTML 155K
(Details)
89: R71 Guarantor financial information - Statements of HTML 124K
Earnings (Details)
90: R72 Guarantor financial information - Statements of HTML 114K
Cash Flows (Details)
91: R73 Subsequent Events (Details) HTML 38K
93: XML IDEA XML File -- Filing Summary XML 160K
92: EXCEL IDEA Workbook of Financial Reports XLSX 127K
13: EX-101.INS XBRL Instance -- fgp-20201031 XML 7.69M
15: EX-101.CAL XBRL Calculations -- fgp-20201031_cal XML 275K
16: EX-101.DEF XBRL Definitions -- fgp-20201031_def XML 1.25M
17: EX-101.LAB XBRL Labels -- fgp-20201031_lab XML 1.27M
18: EX-101.PRE XBRL Presentations -- fgp-20201031_pre XML 1.43M
14: EX-101.SCH XBRL Schema -- fgp-20201031 XSD 176K
94: ZIP XBRL Zipped Folder -- 0001558370-20-014376-xbrl Zip 297K
Exhibit 3.3
FIRST AMENDMENT
TO
FIFTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
FERRELGAS PARTNERS, L.P.
THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FERRELLGAS PARTNERS, L.P., dated as of December 11, 2020, to be effective as of January 1, 2020, is entered into by and among Ferrellgas Inc., a Delaware corporation, as General Partner, those Persons who are Limited Partners as of the date hereof, and those Persons who become Partners as provided in the Partnership Agreement (as defined below).
WHEREAS, the FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Ferrellgas Partners, L.P. (“Partnership”), dated as of June 5, 2018 (“Partnership Agreement”), was entered into by and among Ferrellgas Inc., a Delaware corporation, as General Partner, those Persons who were Limited Partners as of such date, together with the Persons who become Partners as provided therein; and
WHEREAS, the General Partner desires to amend the Partnership Agreement to provide for the special allocation of certain items of income and loss as provided herein;
NOW, THEREFORE, this FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of the Partnership is entered into by the General Partner pursuant to the authority contained in Sections 5.2(c) and 15.1(d)(iii) of the Partnership Agreement.
1. | The following definitions shall be added to Article II of the Partnership Agreement: |
“Aggregate COD Offset Amount” has the meaning assigned to such term in Section 5.1(d)(xiv)(B).
“Cancellation of Debt Income” means any amount includible in the gross income of the Partnership by reason of the discharge, in whole or in part, of the indebtedness of the Partnership associated with the Partnership’s 8.625 percent unsecured senior notes due 2020 as described in Section 61(a)(11) of the Code.
“COD Offsetting Allocations” has the meaning assigned to such term in Section 5.1(d)(xiv)(B).
“COD Offsetting Gain” means (i) any gain attributable to the sale or other taxable disposition of any depreciable, amortizable or other intangible property of the Partnership, and (ii) any Unrealized Gain resulting from an adjustment in the Carrying Value of any depreciable, amortizable or other intangible property of the Partnership pursuant to Section 4.5(d), in each case, recognized or incurred after the first Revaluation Event that occurs subsequent to, or at the time of, the recognition of Cancellation of Debt Income by the Partnership.
“COD Offsetting Loss” means (i) any loss attributable to the sale or other taxable disposition of any depreciable, amortizable or other intangible property of the Partnership, and (ii) any Unrealized Loss resulting from an adjustment in the Carrying Value of any depreciable, amortizable or other intangible property of the Partnership pursuant to Section 4.5(d), in each case, recognized or incurred after the first Revaluation Event that occurs subsequent to, or at the time of, the recognition of Cancellation of Debt Income by the Partnership.
“Initial COD Allocation Amount” has the meaning assigned to such term in Section 5.1(d)(xiv)(B).
2. | A new Section 5.1(d)(xiv) shall be added to the Partnership Agreement to read as follows: |
(xiv)Allocation of Cancellation of Debt Income.
(A)Notwithstanding any other provision of this Section 5.1, Cancellation of Debt Income for any taxable period that would otherwise be allocated to any Limited Partner holding Common Units pursuant to this Section 5.1 shall instead be allocated to the General Partner.
(B)Except as otherwise provided in Section 5.1(d)(xiv)(C) or Section 5.1(d)(xiv)(D), in the event that any amount of Cancellation of Debt Income for any taxable period is allocated to the General Partner pursuant to Section 5.1(d)(xiv)(A) (an “Initial COD Allocation Amount”), certain items of gain, loss, Unrealized Gain and Unrealized Loss shall be allocated pursuant to the rules set forth in subparagraph (1) and (2) of this Section 5.1(d)(xiv)(B) (the “COD Offsetting Allocations”) until (aa) the aggregate sum of the absolute values of the amounts allocated to the Limited Partners holding Common Units pursuant to subparagraph (1) and (2) for the current taxable period and all previous taxable periods (the “Aggregate COD Offset Amount”) is equal to (bb) the Initial COD Allocation Amount.
(1)Any COD Offsetting Gain that would otherwise be allocated to the General Partner pursuant to this Section 5.1 shall instead be allocated to the Limited Partners holding Common Units, Pro Rata (or, in the event that there is more than one class of Units held by Limited Partners, solely to the Limited Partners holding Units of the class in existence at the time, and with respect to which class, the Initial COD Allocation Amount was allocated).
(2)Any COD Offsetting Loss that would otherwise be allocated to any Limited Partner holding Common Units (or, in the event that there is more than one class of Units held by Limited Partners, COD Offsetting Loss that would otherwise be allocated to Limited Partners holding Units of the class in existence at the time, and with respect to which class, the Initial COD Allocation Amount was allocated) pursuant to this Section 5.1, shall instead be allocated to the General Partner.
(C)For any taxable period ending prior to the date that is five years after the end of the taxable period in which any Initial COD Allocation Amount was allocated to the General Partner pursuant to Section 5.1(d)(xiv)(A), no allocation shall be made pursuant to the COD Offsetting Allocations if a COD Offsetting Allocation would cause the Aggregate COD Offset Amount to exceed forty percent of the Initial COD Allocation Amount.
(D)No COD Offsetting Allocations shall be made prior to the Partnership’s tax year which immediately succeeds the Partnership’s tax year in which allocation to the General Partner of the Initial COD Allocation Amount occurs.
3. | The remaining provisions of the Partnership Agreement are confirmed. |
[Signatures on Following Page]
IN WITNESS WHEREOF, the General Partner has executed this First Amendment to Fifth Amended and Restated Partnership Agreement as of the date first above written.
| GENERAL PARTNER: | |
| Ferrellgas, Inc. | |
| | |
| By: | |
| Name: | |
| Title: | |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/15/20 | 8-K | ||
| 12/11/20 | 8-K | |||
| For Period end: | 10/31/20 | |||
| 1/1/20 | ||||
| 6/5/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/30/22 Ferrellgas Partners LP 10-K 7/31/22 126:17M Toppan Merrill Bridge/FA 6/10/22 Ferrellgas Partners LP 10-Q 4/30/22 94:16M Toppan Merrill Bridge/FA 3/11/22 Ferrellgas Partners LP 10-Q 1/31/22 94:16M Toppan Merrill Bridge/FA 12/15/21 Ferrellgas Partners LP 10-Q 10/31/21 94:14M Toppan Merrill Bridge/FA 10/15/21 Ferrellgas Partners LP 10-K 7/31/21 135:25M Toppan Merrill Bridge/FA 6/14/21 Ferrellgas Partners LP 10-Q 4/30/21 98:17M Toppan Merrill Bridge/FA 3/08/21 Ferrellgas Partners LP 10-Q 1/31/21 97:27M Toppan Merrill Bridge/FA |