Exhibit 4.13


THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT


 


This
Third Amendment to Registration Rights Agreement (the “ThirdAmendment”)
is entered into effective as of June 29, 2005, by and between Ferrellgas
Partners, L.P., a Delaware limited partnership (the “ Issuer “), and JEF
Capital Management, Inc., a Delaware corporation (“ JEF Capital “).
This Third 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.


 


RECITALS:


 


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, JEF Capital 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
Fourth Amended and Restated Agreement of Limited Partnership of the Issuer, as
amended, 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:


 


AMENDMENTS


 


1.       Section 2(a)(i) and
all references thereto in the Registration Rights Agreement are hereby deleted
in their entirety. All provisions of the Registration Rights Agreement that
required registration of Registrable Units pursuant to Section 2(a)(i) are
hereby rendered ineffective.


 


2.       The
first sentence of Section 2(a)(ii) of the Registration Rights
Agreement is hereby amended by replacing the phrase “At any time commencing on
or after October 2, 2005” with the phrase “At any time commencing after
the conversion of the Senior Units to Common Units.


 


3.       Section 9
of the Registration Rights Agreement is renumbered as Section 10 and a new
Section 9 is added as follows:


 


9.                      Piggyback
Registrations.


 


(a)              Piggyback
Rights. If the Issuer or any subsidiary of the Issuer proposes at any time
after the conversion of the Senior Units to Common Units, (i) to file a
prospectus supplement to an effective shelf registration statement with respect
to an Underwritten Offering of Common Units for its own account or (ii) to
register


 

















 


any
Common Units for its own account for sale to the public in an Underwritten
Offering other than (x) a registration relating solely to employee benefit
plans, (y) a registration relating solely to a Rule 145 transaction,
or (z) a registration on any registration form which does not permit
secondary sales or does not include substantially the same information as would
be required to be included in a registration statement covering the sale of
Registrable Units (and there shall be no requirement for the Issuer to file an
amendment to any existing registration statement if such amendment would
potentially allow for a review of such registration statement by the Securities
Exchange Commission), then, as soon as practicable following the engagement of
counsel by the Issuer to prepare the documents to be used in connection with an
Underwritten Offering, the Issuer shall give notice of such proposed
Underwritten Offering to the Holders and such notice shall offer the Holders
the opportunity to include in such Underwritten Offering such number of
Registrable Securities as each such Holder may request in writing (a “
Piggyback Registration “). Subject to Section 9(b), the Issuer shall
include in such Underwritten Offering all such Registrable Securities (“
Included Registrable Securities “) with respect to which the Issuer has
received requests within two Business Days after the Issuer’s notice has been
delivered in accordance with this Section 9(a). If no request for
inclusion from a Holder is received within the specified time, such Holder
shall have no further right to participate in such Piggyback Registration. If,
at any time after giving written notice of its intention to undertake an
Underwritten Offering and prior to the closing of such Underwritten Offering,
the Issuer shall determine for any reason not to undertake or to delay such
Underwritten Offering, the Issuer may, at its election, give written notice of
such determination to the Selling Holders and, (i) in the case of a
determination not to undertake such Underwritten Offering, shall be relieved of
its obligation to sell any Included Registrable Securities in connection with
such terminated Underwritten Offering, and (ii) in the case of a
determination to delay such Underwritten Offering, shall be permitted to delay
offering any Included Registrable Securities for the same period as the delay
in the Underwritten Offering. Any Holder shall have the right to withdraw such
Holder’s request for inclusion of such Holder’s Registrable Securities in such
offering by giving written notice to the Issuer of such withdrawal up to and
including the time of pricing of such offering.


 


(b)            Priority
of Piggyback Registration.Issuer, in its sole discretion and under
advisement by the managing underwriter or underwriters of any proposed
Underwritten Offering of Common Units included in a Piggyback Registration, may
reduce or terminate the Holders rights under this Section 9 with respect
such Piggyback Registration if such managing underwriter advises the Issuer
that the total amount of Common Units which the Holders and any other Persons
intend to include in such offering exceeds the number which can be sold in such
offering without being likely to have an adverse effect in any material respect
on the price, timing or distribution of the Common Units offered or the market
for the Common Units.


 


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(c)              Termination
of Piggyback Registration Rights. The Piggyback Registration
rights granted pursuant to this Section 9 shall be available only for a
total of three (3) requests by the Holders; provided, however, that a
request shall be counted for purposes of this Section 9(c) only upon
the effectiveness of a registration statement that includes Registrable Units;
provided, further, that a Permitted Holder will be limited to one (1) request
(which request shall count towards the three (3) requests of the Holders
set forth above and shall not be available if such three (3) requests have
been used).


 


4.              Prior Section 9(f) of
the Registration Rights Agreement, which was renumbered as Section 10(f) above,
is hereby amended and restated in its entirety to read as follows:


 


Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the successors and assigns of each of the
parties hereto and the Holders; provided,
however , that this Agreement shall not inure to the benefit of or
be binding upon a successor or assign of a Holder unless and to the extent such
successor or assign holds Registrable Units and is either (i) an Affiliate
(as defined in the Partnership Agreement) of JEF Capital Management, Inc.,
or (ii) holds at least 25% of the Registrable Units initially issued upon
conversion of the Senior Units and obtained such Registrable Units directly
from JEF Capital Management, Inc. or its Affiliate (a “Permitted Holder”).


 


GENERAL PROVISIONS


 


5.              Except as
expressly amended hereby, the Registration Rights Agreement shall continue in
full force and effect in accordance with the provisions thereof on the date
hereof.


 


6.              Section 9
of the Registration Rights Agreement, which has been renumbered as Section 10
above, shall apply to this Third Amendment and be incorporated herein with the
same force and effect as if those sections were reprinted as part of this Third
Amendment.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Third Amendment effective for all purposes as of the date first
set forth above.


 


	
  ISSUER:

  
	
   

  
	
  FERRELLGAS PARTNERS, L.P.

  
	
   

  
	
  By:
  Ferrellgas, Inc., its General Partner

  
	
   

  
	
   

  	
  By:

  	
  /s/Kevin
  T. Kelly

  
	
   

  	
   

  
	
  Kevin
  T. Kelly

  	
   

  
	
  Senior
  Vice President

  	
   

  



 


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HOLDER
OF ALL REGISTRABLE UNITS:


 


 


JEF CAPITAL MANAGEMENT, INC.


 


	
   

  	
  By:

  	
  /s/Theresa
  Schekirke

  



 


Theresa
Schekirke


President


 


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