EX-10.2






Exhibit 10.2




AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLE INTEREST SALE AGREEMENT




THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLE INTEREST SALE AGREEMENT, dated as of
May 31, 2007 (this “Amendment”), is entered into by Ferrellgas, L.P., a Delaware limited
partnership (“Originator”), and Ferrellgas Receivables, LLC, a Delaware limited liability company
(“Buyer”), and pertains to the Amended and Restated Receivables Interest Sale Agreement dated as of
June 7, 2005 between Originator and Buyer (as heretofore amended, the “Existing Agreement”). The
Existing Agreement, as amended hereby, is hereinafter referred to as the “Agreement.” Unless
defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned
to such terms in Exhibit I to the Existing Agreement.



W I T N E S S E T H :





WHEREAS, the parties hereto desire to amend the Existing Agreement as hereinafter set
forth; and




WHEREAS, the Agent, on behalf of the Purchasers, is willing to consent to such
amendment;



NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein
contained and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:



1. Amendment. The definition of “Pool Receivables” in Exhibit I to the Existing
Agreement is hereby amended and restated in its entirety to read as follows:




“Pool Receivables” means, collectively, all Eligible Receivables existing on the
Initial Computation Date and all Eligible Receivables arising after the Initial Computation
Date through and including the Termination Date, and “Pool Receivable” means any such
Eligible Receivable individually. For the avoidance of doubt, a Receivable shall cease to
be a Pool Receivable if on any day prior to the Termination Date, such Receivable ceases to
be an Eligible Receivable, but shall continue to be a Pool Receivable if it ceases to be an
Eligible Receivable on or after the Termination Date. For purposes of calculating the
amount of all “Pool Receivables” at any time, such amount shall be the Outstanding Balance
of all such Pool Receivables minus the amount set forth in the table below opposite the
applicable month:



	 	 	 	 	 
	Month
	 	Amount
	 
	 	 	 	 
	January
	 	$	1,000,000	 
	 
	 	 	 	 
	February
	 	$	1,000,000	 
	 
	 	 	 	 
	March
	 	$	1,000,000	 
	 
	 	 	 	 
	April
	 	$	1,000,000	 
	 
	 	 	 	 
	May
	 	$	9,000,000	 
	 
	 	 	 	 
	June
	 	$	9,000,000	 
	 
	 	 	 	 
	July
	 	$	11,000,000	 
	 
	 	 	 	 
	August
	 	$	13,000,000	 
	 
	 	 	 	 
	September
	 	$	13,000,000	 
	 
	 	 	 	 
	October
	 	$	9,000,000	 
	 
	 	 	 	 
	November
	 	$	9,000,000	 
	 
	 	 	 	 
	December
	 	$	9,000,000	 
	 
	 	 	 	 






2. Representations and Warranties. In order to induce the other parties hereto to
enter into this Amendment, each of the Buyer and the Originator hereby represents and warrants to
each of the other parties hereto as follows:




(a) The execution and delivery by such party of this Amendment, and the performance of
its obligations under the Agreement and the Subordinated Note, are within such party’s
organizational powers and authority and have been duly authorized by all necessary
organizational action on its part;




(b) This Amendment has been duly executed and delivered by such party, and the
Agreement and, in the case of the Buyer, the Subordinated Note, constitute such party’s
legal, valid and binding obligations, enforceable against such party in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or limiting creditors’ rights generally and
by general principles of equity (regardless of whether enforcement is sought in a proceeding
in equity or at law), and




(c) As of the date hereof, no event has occurred and is continuing that will constitute
a Termination Event or a Potential Termination Event.



3. Conditions Precedent. This Amendment shall become effective as of the date first
above written upon execution by the Originator, the Buyer and the Agent of counterparts hereof and
delivery of such executed counterparts to the Agent.



4. Miscellaneous.



(a) CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS.



(b) Counterparts. 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.



(c) Ratification of Agreement. Except as expressly amended hereby, the Agreement and
the Subordinated Note remain unaltered and in full force and effect and is hereby ratified and
confirmed.



<Signature pages follow>




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



FERRELLGAS, L.P.



By: Ferrellgas, Inc., its General Partner



By: 


Name:


Title:



FERRELLGAS RECEIVABLES, LLC



By:


Name:


Title:


By its signature below, the Agent, on behalf of the Purchasers, hereby consents to the foregoing
Amendment as of the date first above written:



JPMORGAN CHASE BANK, N.A., as Agent



By:


Name:


Title: