FERRELLGAS PARTNERS L P
2ND AMEND 3RD AMEND RESTATE CREDIT AGRMT
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>5
<FILENAME>ex1028.txt
<DESCRIPTION>2ND AMEND 3RD AMEND RESTATE CREDIT AGRMT
<TEXT>

                                                                   Exhibit 10.28

                              SECOND AMENDMENT
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT


     This SECOND  AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"),  dated  as of  July  16,  2001,  is  entered  into  by  and  among
FERRELLGAS,  L.P., a Delaware limited partnership (the "Borrower"),  FERRELLGAS,
INC., a Delaware  corporation  and the sole general partner of the Borrower (the
"General Partner"),  each of the financial  institutions referred to as Banks in
the Existing Credit Agreement referred to below (collectively, the "Banks"), and
BANK  OF  AMERICA,   N.A.,  as  administrative  agent  (in  such  capacity,  the
"Administrative  Agent"),  and as  documentation  agent, and amends that certain
Third  Amended and  Restated  Credit  Agreement,  dated as of April 18, 2000 and
amended by the First  Amendment to Third Amended and Restated  Credit  Agreement
dated as of December 28, 2000 (as so amended,  the "Existing  Credit  Agreement"
and as the same may be amended, supplemented or modified and in effect from time
to time,  the  "Credit  Agreement"),  by and among  the  Borrower,  the  General
Partner,  the Administrative  Agent and the Banks from time to time party to the
Credit  Agreement.  Capitalized  terms  used and not  otherwise  defined in this
Amendment  shall have the same  meanings in this  Amendment  as set forth in the
Credit Agreement,  and the rules of interpretation  set forth in Section 1.02 of
the Credit Agreement shall be applicable to this Amendment.

                                     RECITAL

     The  Borrower  has  requested  that the  Banks  amend the  Existing  Credit
Agreement in the respects set forth below in this  Amendment,  and the Banks are
willing  to agree to so amend the  Existing  Credit  Agreement  on the terms and
subject to the conditions set forth below.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements  set forth  below  and other  good and  valuable  consideration,  the
receipt and  adequacy  of which are hereby  acknowledged,  the parties  agree as
follows:

SECTION  1.  Amendment.  On the  terms  of this  Amendment  and  subject  to the
satisfaction  of the  conditions  precedent  set forth  below in  Section 2, the
definition of "L/C  Commitment" in Section 1.01 of the Existing Credit Agreement
is hereby amended and restated to read in its entirety as follows:

          "L/C  Commitment"  means the commitment of the Issuing Banks to Issue,
     and the  commitment of the Banks  severally to  participate  in, Letters of
     Credit from time to time Issued or  outstanding  under  Article  III, in an
     aggregate  amount not to exceed on any date the lesser of  $80,000,000  and
     the  aggregate  Facility B  Commitment,  as such amount may be reduced as a
     result of a  reduction  in the L/C  Commitment  pursuant  to Section  2.05;
     provided  that the L/C  Commitment  is a part of the  aggregate  Facility B
     Commitment, rather than a separate, independent commitment.

SECTION 2. Conditions to Effectiveness. The amendments set forth in Section 1 of
this Amendment shall become  effective only upon the  satisfaction of all of the
following  conditions precedent (the date of satisfaction of all such conditions
being referred to as the "Amendment Effective Date"):

     (a) The Administrative  Agent shall have received,  on behalf of the Banks,
this  Amendment,  duly  executed  and  delivered  by the  Borrower,  the General
Partner,  the Majority Banks and the Administrative  Agent, and the confirmation
at the end of this  Amendment  shall have been  executed  and  delivered by each
Guarantor.

     (b) The representations and warranties set forth in this Amendment shall be
true and correct as of the Amendment Effective Date.

SECTION 3. Representations and Warranties. In order to induce the Administrative
Agent  and the  Banks to enter  into this  Amendment  and to amend the  Existing
Credit Agreement in the manner provided in this Amendment,  the Borrower and the
General Partner represent and warrant to the Administrative  Agent and each Bank
as of the Amendment Effective Date as follows:

     (a) Power and  Authority.  The  Borrower  and the General  Partner have all
requisite  corporate  or  partnership  power and  authority  to enter  into this
Amendment and to carry out the  transactions  contemplated by, and perform their
respective  obligations  under, the Existing Credit Agreement as amended by this
Amendment (hereafter referred to as the "Amended Credit Agreement").

     (b)  Authorization  of  Agreements.  The  execution  and  delivery  of this
Amendment  by the Borrower and the General  Partner and the  performance  of the
Amended Credit  Agreement by the Borrower and the General Partner have been duly
authorized by all necessary  action,  and this  Amendment has been duly executed
and delivered by the Borrower and the General Partner.

<PAGE>

     (c) Enforceability. Each of this Amendment and the Amended Credit Agreement
constitutes  the legal,  valid and binding  obligation  of the  Borrower and the
General  Partner  enforceable  against the Borrower  and the General  Partner in
accordance with its terms, except as may be limited by bankruptcy, insolvency or
other similar laws affecting the  enforcement  of creditors'  rights in general.
The  enforceability  of the  obligations of the Borrower and the General Partner
hereunder is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     (d) No Conflict. The execution and delivery by the Borrower and the General
Partner of this  Amendment and the  performance  by the Borrower and the General
Partner of each of this  Amendment and the Amended  Credit  Agreement do not and
will not (i)  contravene,  in any material  respect,  any  provision of any law,
regulation, decree, ruling, judgment or order that is applicable to the Borrower
or the General Partner,  as the case may be, or their  respective  properties or
other  assets,  (ii)  result in a breach of or  constitute  a default  under the
charter, bylaws or other organizational documents of the Borrower or the General
Partner,  as the case may be, or any  material  agreement,  indenture,  lease or
instrument  binding upon the Borrower or the General Partner or their respective
properties  or other assets or (iii) result in the creation or imposition of any
Liens on their  respective  properties  other than as permitted under the Credit
Agreement.

     (e) Governmental Consents. No authorization or approval or other action by,
and no notice to or filing with, any  governmental  authority or regulatory body
is required for the due execution,  delivery and  performance by the Borrower or
the General Partner of this Amendment.

     (f)  Representations  and Warranties in the Credit Agreement.  The Borrower
and the General  Partner  confirm that as of the  Amendment  Effective  Date the
representations  and warranties  contained in Article VI of the Credit Agreement
are (before and after giving effect to this  Amendment)  true and correct in all
material respects (except to the extent any such  representation and warranty is
expressly stated to have been made as of a specific date, in which case it shall
be true and correct as of such  specific  date) and that no Default has occurred
and is continuing.

SECTION 4.        Miscellaneous.

     (a) Reference to and Effect on the Existing Credit  Agreement and the other
Loan Documents.

          (i) Except as specifically amended by this Amendment and the documents
     executed  and  delivered  in  connection  herewith,   the  Existing  Credit
     Agreement  and the other  Loan  Documents  shall  remain in full  force and
     effect and are hereby ratified and confirmed.

          (ii) The execution and delivery of this  Amendment and  performance of
     the  Amended  Credit  Agreement  shall not,  except as  expressly  provided
     herein,  constitute a waiver of any provision of, or operate as a waiver of
     any  right,  power or  remedy  of the  Banks  under,  the  Existing  Credit
     Agreement or any of the other Loan Documents.

          (iii) Upon the conditions  precedent set forth herein being satisfied,
     this  Amendment  shall  be  construed  as  one  with  the  Existing  Credit
     Agreement,  and the  Existing  Credit  Agreement  shall,  where the context
     requires,  be read  and  construed  throughout  so as to  incorporate  this
     Amendment.

     (b) Expenses.  The Borrower and the General  Partner  acknowledge  that all
costs and expenses of the Administrative  Agent incurred in connection with this
Amendment will be paid in accordance  with Section 11.04 of the Existing  Credit
Agreement.

     (c)  Headings.  Section  and  subsection  headings  in this  Amendment  are
included for  convenience  of reference  only and shall not constitute a part of
this Amendment for any other purpose or be given any substantive effect.

     (d)   Counterparts.   This  Amendment  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together  shall  constitute  one  and  the  same  instrument.   Transmission  by
telecopier  of an  executed  counterpart  of this  Amendment  shall be deemed to
constitute due and sufficient delivery of such counterpart.

     (e)  Governing  Law.  This  Amendment  shall be governed  by and  construed
according to the laws of the State of New York.

                  [Remainder of page intentionally left blank.]




<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.

                                BORROWER
                                FERRELLGAS, L.P., a Delaware limited partnership


                                By: Ferrellgas, Inc.
                                Its: General Partner


                                By: /s/ Kenneth A. Heinz
                                Name: Kenneth A. Heinz
                                Title: Treasurer



                                GENERAL PARTNER

                                FERRELLGAS, INC.


                                By:  /s/ Kenneth A. Heinz
                                Name: Kenneth A. Heinz
                                Title: Treasurer



                                ADMINISTRATIVE AGENT

                                BANK OF AMERICA, N.A., as Administrative Agent


                                By:
                                Name:
                                Title:



<PAGE>
                                BANKS


                                BANK OF AMERICA, N.A., as a Bank


                                By:
                                Name:
                                Title:




                                WELLS FARGO BANK (TEXAS), N.A.


                                By:
                                Name:
                                Title:




                                BANK ONE, NA (CHICAGO OFFICE)


                                By:
                                Name:
                                Title:




                                FIRSTAR BANK N.A.


                                By:
                                Name:
                                Title:




                                LASALLE BANK NATIONAL ASSOCIATION


                                By:
                                Name:
                                Title:




                                BNP PARIBAS


                                By:
                                Name:
                                Title:




                                BANK OF OKLAHOMA, N.A.


                                By:
                                Name:
                                Title:




                                THE FUJI BANK, LIMITED


                                By:
                                Name:
                                Title:




<PAGE>

The  undersigned  hereby  acknowledges  and  consents  to the  foregoing  Second
Amendment to Third Amended and Restated Credit Agreement, reaffirms the terms of
its Continuing  Guaranty in favor of the  Administrative  Agent and acknowledges
that such  Continuing  Guaranty  remains in full force and effect in  accordance
with its terms.


Dated as of July 16, 2001             BLUEBUZZ.COM, INC.


                                      By:  /s/ Kenneth A. Heinz
                                      Name: Kenneth A. Heinz
                                      Title: Secretary


</TEXT>
</DOCUMENT>
