AMENDMENT
TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
FERRELLGAS PARTNERS, L.P.
This Amendment to the Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement") of Ferrellgas Partners. L.P.
(the "Partnership") is entered into effective as of March 14, 2000 by
Ferrellgas, Inc., a Delaware corporation and the general partner of the
Partnership (the "General Partner"), on behalf of itself and the Persons who are
Limited Partners in the Partnership as of the date hereof and those Persons who
become Partners in the Partnership or parties hereto as provided herein. Unless
otherwise defined herein, all capitalized terms used herein shall have the
meaning given to them in the Partnership Agreement.
RECITALS:
WHEREAS, the General Partner has the authority to adopt
certain amendments to the Partnership Agreement without the approval of the
holders of the Common Units if such change, in the sole discretion of the
General Partner, does not adversely affect the holders of the Common Units in
any material respect;
WHEREAS, The Xxxxxxxx Companies, Inc., the holder of all of
the issued and outstanding Senior Units approved the following amendments by
written consent in accordance with Sections 15.8 and 15.13 of the Partnership
Agreement;
NOW, THEREFORE, effective as of the date first set forth
above, the Partnership Agreement is amended as follows;
ARTICLE I
AMENDMENTS
Article II of the Partnership Agreement is hereby amended by
(a) deleting "180 days" in clause (f) of the definition
of "Material Event" and inserting "240 days",
(b) deleting "120 days" in clause (d) of the definition of
"Senior Unit Distribution" and inserting "180 days,"
(c) inserting the phrase "as amended," to the definition of
"WNGL Purchase Agreement" immediately after "November 7, 1999," and
(d) inserting the phrase ", as amended," to the definition of
"WNGL Registration Rights Agreement" immediately after "WNGL Closing Date."
ARTICLE II
GENERAL PROVISIONS
Section 2.1 Full Force and Effect.
Except as expressly amended hereby, the Partnership Agreement
shall continue in full force and effect in accordance with the provisions
thereof on the date hereof.
Section 2.2 Other Provisions.
Article XVIII of the Partnership Agreement shall apply to this
Amendment and be incorporated herein with the same force and effect as if its
provisions were reprinted as part of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment effective for all purposes as of the date first set forth above.
GENERAL PARTNER:
FERRELLGAS, INC.
By:
Name:
Title:
LIMITED PARTNERS:
All Limited Partners
now and hereafter
admitted as limited
partners of the
Partnership, pursuant
to Powers of Attorney
now and hereafter
executed in favor of,
and granted and
delivered to, the
General Partner.
By: FERRELLGAS, INC.
General
Partner, as
attorney-in-fact
for all
Limited
Partners
pursuant to
the Powers of
Attorney
granted
pursuant to
Section 1.4.
By:
Name:
Title:
