SECOND AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
This Second Amendment to the Registration Rights
Agreement (the “ Second Amendment ”) is entered
into effective as of April 6, 2001, by and between Ferrellgas
Partners, L.P., a Delaware limited partnership (the “
Issuer ”), and The Williams Companies, Inc., a
Delaware corporation (“ Williams ”) and
successor in interest to Williams Natural Gas Liquids, Inc., a
Delaware corporation. This Second Amendment amends the Registration
Rights Agreement dated as of December 17, 1999, as amended
(the “ Registration Rights Agreement ”), by and
between the Issuer and Williams Natural Gas Liquids, Inc. Unless
otherwise defined herein, all capitalized terms used herein shall
have the meaning given to them in the Registration Rights
Agreement.
WHEREAS, the Registration Rights Agreement was executed
in connection with the issuance of Registrable Units by the Issuer
to Williams Natural Gas Liquids, Inc.; and
WHEREAS , Williams is the holder of all the Registrable
Units issued by the Issuer; and
WHEREAS, pursuant to Section 9(d) of the Registration
Rights Agreement, the parties hereto desire to amend the
Registration Rights Agreement to reflect amendments incorporated
into the Third Amended and Restated Agreement of Limited
Partnership of the Issuer, which sets forth the rights, terms and
obligations of the Registrable Units and the holders
thereof;
NOW, THEREFORE, effective as of the date first set forth above,
the Registration Rights Agreement is amended as follows:
1.1 Clause (iv) of the definition of
“Registrable Units” in Section 1 of the
Registration Rights Agreement is hereby amended by deleting the
phrase “for purposes of the Partnership
Agreement.”
1.2 The first sentence of Section 2(a)(ii)
of the Registration Rights Agreement is hereby amended by replacing
the phrase “November 3, 2001” with the phrase
“October 2, 2005.”
1.3 The second sentence of Section 3(b) of the
Registration Rights Agreement is hereby amended by replacing the
phrase “February 1, 2002” with the phrase
“December 31, 2005.”
1.4 The first clause of Section 6(a) of the
Registration Rights Agreement until the definition of
“Participant” is hereby amended and restated in its
entirety to be as follows:
The Issuer
agrees to indemnify and hold harmless each Holder of Registrable
Units and any lender or lenders to whom the Registrable Units are
pledged in connection with a loan to enable, among other things,
that Holder to purchase those Registrable Units, or any
refinancings thereof (provided that, for the avoidance of doubt,
the lenders shall include The Williams Companies, Inc. to the
extent that entity or an affiliate thereof succeeds to the rights
of the lenders) and the respective officers, directors, employees
and agents of such Person, and each Person, if any, who controls
any such Person within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, a
“Participant”)
1.5 Two new sentences are hereby added to the
end of Section 9(a) of the Registration Rights Agreement as
follows:
If the Issuer
or Ferrellgas, L.P. (i) fails to make any payment of more than
$100,000 when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any
of its outstanding indebtedness of more than $10 million, and
such failure continues after the applicable grace or notice period,
if any, specified in the relevant document on the date of such
failure, (ii) fails to perform or
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