Exhibit 4.10





Exhibit 4.10




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.



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, 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:



ARTICLE 1




AMENDMENTS




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 observe any other condition or covenant, or any other event shall
occur or condition exist, under any agreement or instrument relating to any such
indebtedness, and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure if
the effect of such failure, event or condition is to cause, or to permit the holder
or holders of such indebtedness (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause such indebtedness to be declared
to be due and payable prior to its stated maturity or to cause such indebtedness to
be prepaid, purchased or redeemed by the Issuer or Ferrellgas, L.P., (iii) ceases or
fails to be solvent, or generally fails to pay, or admits in writing its inability
to pay, its debts as they become due, subject to applicable grace periods, if any,
whether at stated maturity or otherwise, (iv) voluntarily ceases to conduct its
business in the ordinary course, (v) commences any Insolvency Proceeding with
respect to itself; (vi) takes any action to effectuate or authorize any of the
foregoing items specified in clauses (iii) through (v), (vii) has any involuntary
Insolvency Proceeding commenced or filed against it, or any writ, judgment, warrant
of attachment, execution or similar process, is issued or levied against a
substantial part of any of its properties, and any such proceeding or petition shall
not be dismissed, or such writ, judgment, warrant of attachment, execution or
similar process shall not be released, vacated or fully bonded within 60 days after
commencement, filing or levy; (viii) admits the material allegations of a petition
against it in any Insolvency Proceeding, or an order for relief (or similar order
under non-U.S. law) is ordered in any Insolvency Proceeding; or (ix) acquiesces in
the appointment of a receiver, trustee, custodian, conservator,


 


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liquidator,
mortgagee in possession (or agent therefor), or other similar person or entity for itself or a
 substantial portion of its property
or business, then the Issuer agrees that upon the receipt of written notice from the
Holders of at least 25% in aggregate number of Outstanding Registrable Units, the
Issuer shall commence the preparation of an Initial Shelf Registration as detailed
under Section 2(a)(i) above but shall not be required to file such Initial Shelf
Registration until required under the terms of Section 2(a)(i). For purposes of
this Section 9(a) “Insolvency Proceeding” means (i) any case, action or proceeding
before any court or other governmental authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up or
relief of debtors, or (ii) any general assignment for the benefit of creditors,
composition, marshalling of assets for creditors, or other similar arrangement in
respect of an entity’s creditors generally or any substantial portion of an entity’s
creditors; undertaken under U.S. Federal, state or foreign law, including the United
States bankruptcy code.




1.6 Section 9(k) is hereby amended and restated in its entirety to be as follows:




Whenever the consent or approval of Holders of a specified percentage of Registrable
Units is required hereunder, Registrable Units held by the Issuer shall not be
counted in determining whether such consent or approval was given by the Holders of
such required percentage.




1.7 Section 9(l) is hereby amended and restated in its entirety to be as follows:




Holders of Registrable Units and each Participant are intended third party
beneficiaries of this Agreement and this Agreement may be enforced by such Person.



1.8 The second notification address of Section 9(e)(1) of the Registration Rights Agreement is
hereby amended by deleting in its entirety the address “Andrews and Kurth, L.L.P., 805 Third
Avenue, New York, New York 10022, Attention: Michael Swidler, Telecopy: (212) 850-2929” and
replacing it with the address “Vinson & Elkins, L.L.P., 666 Fifth Avenue, 26th floor,
New York, New York 10103, Attention: Michael Swidler, Telecopy: (917) 206-8100.”



1.9 The second notification address of Section 9(e)(2) of the Registration Rights Agreement is
hereby amended by deleting in its entirety the address “Bracewell & Patterson LLP, South Tower
Penzoil Place, 711 Louisiana Street, Suite 2900, Houston, Texas 77002, Attention: David L. Ronn,
Telecopy: (713) 222-3208” and replacing it with the address “ Mayer, Brown & Platt, 700 Louisiana
Street, Suite 3600, Houston, Texas 77002, Attention: David L. Ronn, Telecopy: (713) 632-1825.”


 


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ARTICLE 2




GENERAL PROVISIONS




2.1 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.



2.2 Section 9 of the Registration Rights Agreement shall apply to this Second Amendment and be
incorporated herein with the same force and effect as if those sections were reprinted as part of
this Second Amendment, including to the extent Section 9 was expressly amended herein.



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IN WITNESS WHEREOF, the parties hereto have executed this Second 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:  	
 	 
	 	 	Kevin T. Kelly 	 
	 	 	Senior Vice President 	 
	 
	 	HOLDER OF ALL REGISTRABLE UNITS:



THE WILLIAMS COMPANIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


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