EX-10.1






AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT




THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT, dated as of April 1, 2014 (this
“Amendment”), is among:



(a) Ferrellgas Receivables, LLC, a Delaware limited liability company
(“Seller”),



(b) Ferrellgas, L.P., a Delaware limited partnership (“Ferrellgas”), as
initial Servicer (the initial Servicer together with Seller, the “Seller Parties”
and each a “Seller Party”),



(c) Wells Fargo Bank, N.A., individually (“Wells” or a “Purchaser”),



(d) Fifth Third Bank, individually (“Fifth Third” or a “Purchaser”) and as a
co-agent (a “Co-Agent”),



(e) SunTrust Bank, individually (“SunTrust” or a “Purchaser”) and as a
co-agent (a “Co-Agent”), and



(f) Wells, as administrative agent for the Purchasers (hereinafter defined)
(together with its successors and assigns, the “Administrative Agent” and, together
with the Co-Agents, the “Agents”).



PRELIMINARY STATEMENTS




A. The Seller Parties, the Purchasers and the Agents are party to that certain
Receivables Purchase Agreement dated as of January 19, 2012 (as modified from time
to time, the “Agreement”; capitalized terms used and not otherwise defined herein
shall have the meanings attributed thereto in the Agreement).



B. The Seller Parties have requested that the Purchasers and the Agents agree
to amend the Agreement as set forth in Section 1 below.



C. The Agents and the Purchasers are willing to agree to the requested
amendments, on the terms and subject to the conditions hereinafter set forth.



NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto hereby further agree as follows:



Section 1. Amendment. Schedule A to the Agreement is hereby amended to provide that
solely for the month of April 2014, the Commitments will be as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Wells Fargo

Bank, N.A. 42%

	 	SunTrust Bank

29%
	 	Fifth Third Bank

29%
	 	Aggregate

Commitment

100%

	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	April 2014
	 	$79,800,000.00

	 	$	55,100,000.00	 	 	$	55,100,000.00	 	 	$	190,000,000.00	 
	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 






Section 2. Representations and Warranties. Each Seller Party hereby represents and
warrants to the Agents and the Purchasers, as to itself, as of the date hereof that:



2.1. The execution and delivery by such Seller Party of this Amendment, and the performance of
its obligations under the Agreement as amended hereby, are within its organizational powers and
authority and have been duly authorized by all necessary action on its part. This Amendment has
been duly executed and delivered by such Seller Party.



2.2. After giving effect to this Amendment, each of such Seller Party’s representations and
warranties set forth in Section 5.1 of the Agreement is true and correct in all material respects
as of the date hereof (except for such representations and warranties that speak only as of an
earlier date, in which case they are true and correct as of such date).



Section 3. Conditions Precedent. This Amendment shall become effective as of the date
specified in the preamble hereto upon satisfaction of each of the following conditions precedent:



3.1. The Administrative Agent shall have received counterparts hereof duly executed by each
the Seller Parties, the Agents and the Required Purchasers.



3.2. All reasonable fees and disbursements of Barnes & Thornburg LLP in connection with the
preparation of this Amendment for which the Seller has received an invoice shall have been paid in
full.



Section 4. Miscellaneous.



4.1. Except as expressly amended hereby, the Agreement remains unaltered and in full force and
effect.



4.2. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND
NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.



4.3. SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT
AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER
PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST
ANY AGENT OR ANY PURCHASER OR ANY AFFILIATE OF ANY AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT OR
THE AGREEMENT AS AMENDED HEREBY SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.



4.3. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, THE AGREEMENT AS AMENDED HEREBY OR
THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.



4.4. This Amendment shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns (including any trustee in bankruptcy).



4.5. This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same agreement. Any executed
counterpart of this Amendment that is delivered by facsimile or electronic mail message attaching a
        .PDF or other image of such executed counterpart shall, to the fullest extent permitted by
applicable law, have the same force and effect as an original of such executed counterpart.



4.6. Any provisions of this Amendment which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



[The remainder of this page is blank intentionally]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date hereof.



FERRELLGAS RECEIVABLES, LLC



	 	 	 
	By:      /s/ J. Ryan VanWinkle—

	Name:

Title:

	 	J. Ryan VanWinkle

Executive Vice President and Chief Financial Officer






FERRELLGAS, L.P.



By: Ferrellgas, Inc., its General Partner



	 	 	 
	By:      /s/ J. Ryan VanWinkle—

	Name:

Title:

	 	J. Ryan VanWinkle

Executive Vice President and Chief Financial Officer






WELLS FARGO BANK, N.A.,


Individually as Purchaser and as Administrative Agent



	 	 	 
	By:      /s/ Eero Maki—

	Name:

Title:

	 	Eero Maki

Senior Vice President






SUNTRUST BANK,



Individually as Purchaser and as a Co-Agent



	 	 	 
	By:

Name:

Title:

	 	/s/ Kyle Shenton

Kyle Shenton

Vice President






FIFTH THIRD BANK, individually as Purchaser and as a Co-Agent



	 	 	 
	By:      /s/ Kevin Gusweiler—

	 

	Name:

Title:

	 	Kevin Gusweiler

Officer