EX-10.1






Exhibit 10.1




AMENDMENT NO. 6 TO CREDIT AGREEMENT AND AMENDMENT NO. 3 TO SECURITY AGREEMENT




This Amendment No. 6 to Credit Agreement and Amendment No. 3 to Security Agreement, dated as
of April 28, 2017 (this “Amendment”), is among Ferrellgas, L.P., a Delaware limited
partnership (the “Borrower”), Ferrellgas, Inc., a Delaware corporation and sole general
partner of the Borrower (the “General Partner”), each other Grantor listed on the signature
pages hereto, Bank of America, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”), and the Lenders party hereto (together with the Administrative
Agent, the “Lender Parties”).



INTRODUCTION





	 	A.	 	The Borrower, the General Partner, the Administrative Agent and the Lenders entered
into that certain Credit Agreement, dated as of November 2, 2009 (as amended, supplemented,
or restated to the date hereof, the “Original Agreement” and, as amended by this
Amendment, the “Credit Agreement”), for the purpose and consideration therein
expressed, whereby the Lenders became obligated to make loans and other extensions of
credit to the Borrower as therein provided;






	 	B.	 	The Borrower and the other Grantors named therein entered into that certain Security
Agreement dated as of November 2, 2009 in favor of the Administrative Agent (as amended,
supplemented, or restated to the date hereof, the “Original Security Agreement” and
as amended by this Amendment, the “Security Amendment”); and






	 	C.	 	The Borrower, the General Partner, the Administrative Agent and the Lenders desire to
amend the Original Agreement and the Original Security Agreement as set forth herein.





NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement and the Original Security Agreement, as applicable,
in consideration of the loans and other extensions of credit that may hereafter be made by the
Lenders to the Borrower, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as follows:



Section 1. Terms Defined in the Original Agreement. Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement
shall have the same meanings whenever used in this Amendment.



Section 2. Amendments to Original Agreement.



(a) Section 1.01 of the Original Agreement is hereby amended by:




(i) adding the following definitions in the appropriate alphabetical order:




“Amendment No. 6 Effective Date” means April 28, 2017.




“Cash Liquidity” shall mean, as of any date of determination,
all unrestricted cash and Cash Equivalents of the Loan Parties other than,
in each case, (a) any cash or Cash Equivalents set aside in the ordinary
course of business in an amount necessary to pay any obligations of any Loan
Party then due and owing to unaffiliated third parties and for which a Loan
Party has issued checks or has initiated wires or ACH transfers in order to
pay such amounts or anticipates that it will issue checks or initiate wires
or ACH transfers within three (3) Business Days, (b) cash or Cash
Equivalents constituting purchase price deposits held in escrow by any
unaffiliated third party for any acquisition of any assets or property
pursuant to a binding and enforceable purchase and sale agreement with an
unaffiliated third party containing customary provisions regarding the
payment and refunding of such deposits, and (c) cash or Cash Equivalents of
any Loan Party set aside to make any other permitted Investments or
Restricted Payments within the next 10 Business Days.




“Excess Cash Liquidity Amount” has the meaning specified in
Section 2.05(b).




“Mortgage” means deeds of trust, trust deeds, deeds to secure
debt, mortgages, leasehold mortgages and leasehold deeds of trust covering
real property of the Borrower or any Restricted Subsidiary with a fair
market value of at least $1,000,000 and also identified to be mortgaged by
the Administrative Agent (together with the fixture filings and Assignments
of Leases and Rents referred to therein, and each other mortgage delivered
pursuant to Section 6.12, in each case as amended from time to time).




(ii) amending and restating the definition of “Applicable Rate” in its entirety to read
as follows:




““Applicable Rate” means:



for the period commencing on the Amendment No. 6 Effective Date, the applicable percentage per
annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in
the most recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(b):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing

Level
	 	Consolidated Leverage

Ratio

	 	Eurodollar

Rate/Standby

Letters of Credit
	 	Base Rate



	 	Commercial Letters

of Credit



	 	Commitment Fee






	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	 	 	<2.75:1

	 	 	1.75	%	 	 	0.75	%	 	 	1.75	%	 	 	0.35	%
	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2	 	 	2.75:1 but <3.25:1

	 	 	2.00	%	 	 	1.00	%	 	 	2.00	%	 	 	0.35	%
	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3	 	 	3.25:1 but <3.75:1

	 	 	2.25	%	 	 	1.25	%	 	 	2.25	%	 	 	0.50	%
	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	4	 	 	3.75:1 but <4.25:1

	 	 	2.50	%	 	 	1.50	%	 	 	2.50	%	 	 	0.50	%
	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	5	 	 	4.25:1 but <5.00:1

	 	 	2.75	%	 	 	1.75	%	 	 	2.75	%	 	 	0.50	%
	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	6	 	 	5.00:1 but < 5.50:1

	 	 	3.00	%	 	 	2.00	%	 	 	3.00	%	 	 	0.50	%
	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	7	 	 	5.50:1 but < 6.00:1

	 	 	3.50	%	 	 	2.50	%	 	 	3.50	%	 	 	0.50	%
	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	8	 	 	6.00:1 but < 7.00:1

	 	 	3.75	%	 	 	2.75	%	 	 	3.75	%	 	 	0.50	%
	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	9	 	 	7.00:1

	 	 	4.00	%	 	 	3.00	%	 	 	4.00	%	 	 	0.50	%
	 	 	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with such Section, then,
upon the request of the Required Lenders, the maximum Pricing Level set forth above shall apply as
of the first Business Day after the date on which such Compliance Certificate was required to have
been delivered and shall remain in effect until the date on which such Compliance Certificate is
delivered.



Notwithstanding anything to the contrary contained in this definition, the determination of
the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).”




(iii) amending and restating the definition of “Collateral Documents” in its entirety
to read as follows:




““Collateral Documents” means, collectively, the Security
Agreement, the Intellectual Property Security Agreements, the Mortgages,
each of the mortgages, collateral assignments, Security Agreement
Supplements, security agreements, pledge agreements or other similar
agreements delivered to the Administrative Agent pursuant to Section 6.12,
and each of the other agreements, instruments or documents that creates or
purports to create a Lien in favor of the Administrative Agent for the
benefit of the Secured Parties.”




(iv) amending and restating clause (d) of the definition of “Consolidated
EBITDA” so as to read as follows:




“(d) at the Borrower’s option exercisable only if, on the date of
determination of Consolidated EBITDA, the Consolidated Leverage Ratio is
less than 5.00 to 1.00 after giving effect to such Material Project EBITDA
Adjustments, Material Project EBITDA Adjustments as provided below.”



(b) The first sentence of Section 2.03(a) of the Original Agreement shall be amended and
restated in its entirety so as to read as follows:




“(a) The Letter of Credit Commitment. (i) Subject to the terms and
conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the
agreements of the Lenders set forth in this Section 2.03, (1) from time to time on
any Business Day during the period from the Amendment No. 1 Effective Date until the
Letter of Credit Expiration Date, to issue Letters of Credit for the account of the
Borrower, and to amend or extend Letters of Credit previously issued by it, in
accordance with subsection (b) below, and (2) to honor drawings under the Letters of
Credit; and (B) the Lenders severally agree to participate in Letters of Credit
issued for the account of the Borrower and any drawings thereunder; provided that
after giving effect to any L/C Credit Extension with respect to any Letter of
Credit, (v) the Total Outstandings shall not exceed the Aggregate Commitments, (w)
the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of
all Swing Line Loans shall not exceed such Lender’s Commitment, (x) the Outstanding
Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, (y)
the Outstanding Amount of such L/C Issuer’s L/C Obligations shall not exceed the L/C
Issuance Sublimit for such L/C Issuer and (z) the Borrower is in compliance with the
requirements set forth in Section 4.02(c).”



(c) Section 2.05(b) of the Original Agreement is hereby amended by:




(x) renumbering existing clause (ii) as clause (iv),
and existing clause (iii) as clause (v),




(y) inserting new clauses (ii) and (iii) immediately
following clause (i) to read as follows:




“(ii) If, at 5:00 p.m. on any Business Day the Cash
Liquidity exceeds $35,000,000 (the amount of such excess, the
“Excess Cash Liquidity Amount”), then the Borrower
shall prepay the principal of the Loans (together with
accrued and unpaid interest on the amount prepaid) in an
amount equal to the lesser of (i) the unpaid principal
balance of the Loans, plus the accrued and unpaid interest
thereon, and (ii) the Excess Cash Liquidity Amount;
provided that no such prepayment shall be required if
such prepayment amount is less than $500,000. Each
prepayment under this Section 2.05(b)(ii) shall be
due and payable on the next Business Day following any
Business Day that Cash Liquidity exceeds $35,000,000.




(iii) Borrower shall, or shall cause any Restricted
Subsidiary to, within one (1) Business Day after receipt by
the Borrower or any other Restricted Subsidiary of any
proceeds of any issuance of Equity Interests, deliver, or
cause to be delivered, to the Administrative Agent an amount
equal to the net cash proceeds of such issuance of Equity
Interests for application to the Loans then outstanding. If,
on the date of such prepayment, after giving pro forma effect
to such prepayment, the Consolidated Leverage Ratio is
greater than 5.50 to 1.00, the Aggregate Commitments shall be
automatically and permanently reduced, on a pro rata basis
with respect to each Lender, by fifty percent (50%) of the
total principal amount of such prepayment. For the avoidance
of doubt, to the extent, on such date of determination, after
giving pro forma effect to such prepayment, the Consolidated
Leverage Ratio is equal to or less than 5.50 to 1.00, there
shall be no reduction in the Aggregate Commitments.”, and




(z) removing “7.05(h)(iv)” in the new clause (iv) and inserting
in its place “7.05(k)(iv)”.



(d) Section 2.06(c)(ii) of the Original Agreement shall be amended and restated in its
entirety as set forth below:




“(ii) The Commitments shall automatically and permanently reduce (a) to the extent
provided in Section 2.05(b)(iii), and (b) by the amount of mandatory
prepayment made as required under Section 2.05(b)(iv).”



(e) Section 4.02 of the Original Agreement is hereby amended by (x) re-lettering the existing
subsection (c) thereof as subsection (d) and (y) inserting a new subsection
(c) thereto immediately following subsection (b) thereof to read as follows:




“(c) (i) At the time of such Credit Extension, Cash Liquidity shall not exceed
$35,000,000 and (ii) the pro forma Cash Liquidity as of the end of the Business Day
on which such Borrowing will be funded, or such Letter of Credit will be issued,
amended, renewed or extended shall not exceed $35,000,000.”



(f) Section 5.08 of the Original Agreement is hereby amended by (x) removing the language
“with an initial cost book value in excess of $15,000,000, showing as of the date hereof” from
subsection (b) and inserting in its place “with a fair market value of $1,000,000 or more
on the Amendment No. 6 Effective Date, showing as of the Amendment No. 6 Effective Date”, and (y)
adding a new subsection (d) immediately following subsection (c) thereof to read as
follows:




“(d) Any Mortgages executed and delivered after the Amendment No. 6 Effective Date
will be, effective to create in favor of the Administrative Agent (for the benefit
of the Secured Parties) a legal, valid and enforceable Lien on all of the applicable
Loan Parties’ right, title and interest in and to the Mortgaged Property (as such
term is defined in the applicable Mortgage) thereunder and the proceeds thereof, and
when such Mortgages are filed or recorded in the proper real estate filing or
recording offices, and all relevant mortgage taxes and recording charges are duly
paid, the Administrative Agent (for the benefit of the Secured Parties) shall have a
perfected Lien on, and security interest in, all right, title, and interest of the
applicable Loan Parties in such Mortgaged Property and, to the extent applicable,
subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in
each case prior and superior in right to the Lien of any other person, except for
Permitted Liens.”



(g) Section 6.01 of the Original Agreement is hereby amended by (x) re-lettering existing
subsection (d) as subsection (f), and (y) inserting new subsections (d) and
(e) immediately following subsection (c) thereof to read as follows:




“(d) concurrently with the delivery of the financial statements delivered pursuant
to Section 6.01(c), a variance report setting forth the consolidated
statements of income, partners’ equity and cash flows for such quarter, and setting
forth all variances from such quarter on a line-item and aggregate basis as compared
to the projections contained in the annual budget delivered pursuant to Section
6.01(b).




(e) any other financial information, including, without limitation, monthly
financial statements and thirteen-week cash flow statements, that the Administrative
Agent may reasonably request from time to time.”



(h) Section 6.02(d) of the Original Agreement is hereby amended and restated in its entirety
so as to read as follows:




“(d) promptly after the assertion or occurrence thereof, notice of any action or
proceeding against or of any noncompliance by any Loan Party or any of its
Subsidiaries with any Environmental Law or Environmental Permit that could (i)
reasonably be expected to have a Material Adverse Effect or (ii) cause any real
property described in either the deeds of trust constituting Collateral Documents
(if any) or the Mortgages to be subject to any restrictions on ownership, occupancy,
use or transferability under any Environmental Law in any material respect;”



(i) Section 6.02(e) of the Original Agreement is hereby amended by removing the language “with
an initial cost book value in excess of $15,000,000” and inserting in its place “with a fair market
value of $1,000,000 or more”.



(j) Section 6.07 of the Original Agreement is hereby amended and restated in its entirety so
as to read as follows:




“6.07 Maintenance of Insurance. (a) Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower (or maintain a
self-insurance program with a Loan Party or an Affiliate thereof in the ordinary
course of business), insurance with respect to its material properties which are
necessary for the operation of their respective businesses, and business, against
loss or damage of the kinds customarily insured by Persons engaged in the same or
similar business, of such types and in such amounts as are customarily carried under
similar circumstances by such other Persons and such insurance shall (i) provide for
not less than 10 days’ prior notice from the applicable insurance company to the
Administrative Agent of termination, lapse or cancellation of such insurance, (ii)
name the Administrative Agent as mortgagee or lender loss payable (in the case of
property insurance) or additional insured on behalf of the Secured Parties (in the
case of liability insurance) and (iii) be reasonably satisfactory in all other
respects to the Administrative Agent.




(b) If any portion of any Mortgaged Property is at any time located in an area
identified by the Federal Emergency Management Agency (or any successor agency) as a
Special Flood Hazard Area with respect to which flood insurance has been made
available under the National Flood Insurance Act of 1968 (as now or hereafter in
effect or successor act thereto), then the Borrower shall, or shall cause each Loan
Party to (i) maintain, or cause to be maintained, with a financially sound and
reputable insurer, flood insurance in an amount and otherwise sufficient to comply
with all applicable rules and regulations promulgated pursuant to the Flood
Insurance Laws and (ii) deliver to the Administrative Agent evidence of such
compliance in form and substance reasonably acceptable to the Administrative Agent.”



(k) Section 6.10 of the Original Agreement is hereby amended by including the following
language immediately following the last sentence thereof:




“The Administrative Agent shall be permitted, at the request of the Required Lenders
to engage a financial advisor acceptable to the Administrative Agent in its
discretion to advise and assist the Administrative Agent and the Lenders with
assessments of the Borrower’s financial performance, which financial advisor shall
have the right to inspect and review each of the aforementioned properties and
records in the manner set forth above.”



(l) Section 6.12(a) of the Original Agreement is hereby amended by:




(x) amending and restating clause (iii) therein in its entirety to read as
follows:




“(iii) such liens and security interests in any rolling stock of the Loan
Parties subject to an applicable certificate of title act with an individual
value of less than $100,000 will not be required to be noted on the
certificates of title related thereto, except upon the request of the
Administrative Agent during the continuance of an Event of Default.”




(y) amending and restating clause (vi) therein in its entirety to read as
follows:




“(vi) so long as no Event of Default exists that is continuing, no Loan
Party shall be required to deliver any Mortgage or other Collateral Document
with respect to real property owned by it with a fair market value of less
than $1,000,000 as of the Amendment No. 6 Effective Date or the date on
which the Administrative Agent requests delivery of any such Mortgage or
other Collateral Document, and in any event, shall only be required to
deliver any such Mortgage or other Collateral Documents as may be requested
by the Administrative Agent.”



(m) Section 6.12(b) of the Original Agreement is hereby amended by (x) removing “and” from the
end of clause (i) therein, and inserting “and” and the end of clause (ii) therein
and (y) inserting the following clause (iii) immediately following clause (ii)
therein to read as follows:




“(iii) as promptly as practicable after such formation or acquisition, cause
such Subsidiary and each direct and indirect parent of such Subsidiary (if it has
not already done so) to take whatever action (including the recording of mortgages,
the filing of Uniform Commercial Code financing statements, the giving of notices
and the endorsement of notices on title documents) may be necessary or advisable in
the opinion of the Administrative Agent to vest in the Administrative Agent (or in
any representative of the Administrative Agent designated by it) valid and
subsisting Liens on the properties purported to be subject to the deeds of trust,
trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds
of trust, Security Agreement Supplements, intellectual property security agreements
and security and pledge agreements delivered pursuant to this Section 6.12,
enforceable against all third parties in accordance with their terms.”



(n) Section 7.01(p) of the Original Agreement is hereby amended by removing “$25,000,000” and
inserting in its place, “$10,000,000”.



(o) Section 7.02(d) of the Original Agreement is hereby amended by amending and restating the
final proviso thereto in its entirety so as to read as follows:




“; and, provided, still, further, that, with respect to
maturity, (i) the maturity date of such refinancing, refunding, renewal or extension shall
not be earlier than the Maturity Date, and (ii) such maturity shall be deemed to be no less
favorable to the Loan Parties and the Lenders if the Weighted Average Life to Maturity of
such refinancing, refunding, renewal or extension is equal to or greater than the Weighted
Average Life to Maturity of the Indebtedness being refinanced, refunded, renewed, or
extended;”



(p) Section 7.03(b)(ii) of the Original Agreement is hereby amended and restated in its
entirety so as to read as follows:




“(ii) any Investment (other than an Investment consisting of Guarantees) in
Persons (other than a Person that is or becomes a Restricted Subsidiary of the
Borrower) to the extent not otherwise permitted by the foregoing clauses of this
Section, provided that, (A) no Default or Event of Default shall exist prior
to or immediately after giving effect to any such Investment, (B) the Borrower and
its Restricted Subsidiaries shall be in pro forma compliance with all of the
covenants set forth in Section 7.11 immediately after giving effect to such
Investment, and (C) if immediately after giving effect to such Investment the pro
forma Consolidated Leverage Ratio would be greater than 5.50 to 1.00, then the
aggregate amount of all such Investments made after the Amendment No. 6 Effective
Date shall not exceed $50,000,000;”



(q) Section 7.05(k)(iv) of the Original Agreement is hereby amended by (x) removing “February
1, 2018” and inserting in its place, “April 30, 2018” in each instance therein, and (y) inserting
the following proviso at the end of such clause, immediately prior to the semi-colon therein, which
proviso shall read as follows, “; provided, to the extent that any such amounts cause Cash
Liquidity on any such date to exceed the Excess Cash Liquidity Amount, then such excess amounts
shall be applied to prepay the Loans in accordance with Section 2.05(b)(ii)”.



(r) Section 7.06(f) of the Original Agreement is hereby amended by:




(x) amending and restating clause (iii) in its entirety and inserting a
new clause (iv) immediately following clause (iii), each to read as
follows:




“(iii) the Consolidated Interest Coverage Ratio for the Borrower’s most
recently ended four full fiscal quarters for which quarterly or annual
financial statements are available immediately preceding the date on which
such Restricted Payment is made, calculated on a pro forma basis as if such
Restricted Payment had been made at the beginning of such four-quarter
period, would have been more than (i) for any such Restricted Payment made
on or prior to April 30, 2018, 1.75 to 1.00, and (ii) for any Restricted
Payment thereafter, 2.25 to 1.00 for each such period;




(iv) the amount of the Restricted Payments made pursuant to this
Section 7.06(f) (other than those Restricted Payments made for the purpose
of the MLP being able to pay interest on any bonds or high-yield debt of the
MLP) does not exceed $10,000,000 in the aggregate in any fiscal quarter,
unless the Consolidated Leverage Ratio for the Borrower’s most recently
ended four full fiscal quarters for which quarterly or annual financial
statements are available immediately preceding the date on which such
Restricted Payment is made, calculated on a pro forma basis as if such
Restricted Payment had been made at the beginning of the relevant
four-quarter period, would have been less than 5.50 to 1.00”; and




(y) re-numbering clause (iv) as clause (v).



(s) Section 7.11 of the Original Agreement is hereby amended by:




(x) amending and restating subsection (a) in its entirety so as to read as
follows:




“(a) Consolidated Interest Coverage Ratio. (a) For any fiscal quarter of
the Borrower ending on or before April 30, 2018, permit the Consolidated Interest
Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than
1.75 to 1.00 and (b) for any fiscal quarter of the Borrower ending thereafter,
permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter
of the Borrower to be less than 2.50 to 1.00.”




(y) amending and restating subsection (c) in its entirety so as to read as
follows:




“(c) Consolidated Leverage Ratio. (a) For any period of four fiscal
quarters of the Borrower ending on or before April 30, 2018, permit the Consolidated
Leverage Ratio as of the end of any period of four fiscal quarters of the Borrower
to be greater than 7.75 to 1.00, and (b) for any period of four fiscal quarters of
the Borrower ending thereafter, permit the Consolidated Leverage Ratio as of the end
of any fiscal quarter to be greater than 5.50 to 1.00.”



(t) Section 7.14 of the Original Agreement is hereby amended and restated in its entirety so
as to read as follows:




“Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise
satisfy prior to the scheduled maturity thereof in any manner, or make any payment
in violation of any subordination terms of, any Indebtedness, except (a) the
prepayment of the Credit Extensions in accordance with the terms of this Agreement,
(b) regularly scheduled or required repayments or redemptions of Indebtedness set
forth in Schedule 7.02 and Indebtedness permitted under Section
7.02(h) and refinancings and refundings of such Indebtedness in compliance with
Section 7.02(d), (c) Restricted Payments in respect of such Indebtedness in
compliance with Section 7.06(f), (d) regularly scheduled or required
prepayments or redemptions of the Bridger Notes and the Bridger Bridge Loan Debt,
(e) regularly scheduled or required prepayments or redemptions of Indebtedness
permitted under Section 7.02(e) or 7.02(i), and (f) so long as no
Event of Default exists or would result therefrom, other prepayments of such
Indebtedness not described in the immediately preceding clauses (a), (b), (c), (d)
and (e), provided, the Borrower shall not be permitted to make any optional
prepayments of any Indebtedness permitted under (i) Section 7.02(d), except
in connection with the refinancing or refunding of any Indebtedness in compliance
with Section 7.02(d) (ii) Section 7.02(e), except in connection the
refinancing or refunding of any Indebtedness in compliance with clause (b) of the
definition of “Permitted Unsecured Debt” as set forth herein, or (iii) Section
7.02(i).”



(u) Section 10.04(a) of the Original Agreement is hereby amended and restated in its entirety
so as to read as follows:




“(a) Costs and Expenses. The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, any financial advisor retained pursuant to the terms hereof
and any third-party service provider engaged pursuant to Section 4.2(d) of the
Security Agreement), in connection with the syndication of the credit facilities
provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all out of pocket expenses incurred by the
Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or any L/C
Issuer) in connection with the enforcement or protection of its rights (A) in
connection with this Agreement and the other Loan Documents, including its rights
under this Section, or (B) in connection with Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.”



(v) Schedule 2.01 to the Original Credit Agreement shall be amended and restated in its
entirety in the form attached hereto as Schedule 1.



(w) Schedule 5.08(b) to the Original Credit Agreement shall be amended and restated in its
entirety in the form attached hereto as Schedule 2.



Section 3. Amendments to Security Agreement.



(a) Section 1.3 of the Original Security Agreement is hereby amended




(i) adding the following definitions in the appropriate alphabetical order:




“Excluded Accounts” means (i) Field Deposit Accounts containing
proceeds of Wholesale Accounts Receivable (solely to the extent such
proceeds are subject to an Accounts Receivable Securitization), and (ii) any
other Deposit Account or Securities Account so long as the balance in each
such account, individually, does not exceed $10,000 at any time and the
aggregate balance of all such Deposit Accounts and Securities Accounts does
not at any time exceed $500,000.




(ii) amending and restating the definition of “Excluded Collateral” in its entirety to
read as follows:




““Excluded Collateral” means (a) the Excluded Equity Interests, (b)
Securitization Assets that have been sold, transferred or otherwise conveyed
by a Grantor to an SPE in connection with an Accounts Receivable
Securitization permitted under Sections 7.02(h) and 7.05(f)
of the Credit Agreement and (c) the Excluded Accounts.”




(iii) amending and restating the definition of “Pledged Deposit Accounts” in its
entirety to read as follows:




“Pledged Deposit Accounts” means all Deposit Accounts (including
those Deposit Accounts listed on Schedule 2), provided that “Pledged Deposit
Accounts” shall not include the Excluded Accounts.”



(b) Section 3.1(c)(i) of the Original Security Agreement is hereby amended by removing “with
an individual or aggregate value of $1,000,000” and inserting in its place “with an individual
value of $500,000 or more or aggregate value of $1,000,000”.



(c) Section 3.1(e) of the Original Security Agreement is hereby amended by removing “with an
individual or aggregate value of $1,000,000” and inserting in its place “with an individual value
of $500,000 or more or aggregate value of $1,000,000”.



(d) Section 3.1(f) of the Original Security Agreement is hereby amended and restated in its
entirety so as to read as follows:




“(f) Grantor has no Deposit Accounts as of the Amendment No. 6 Effective Date other
than (i) those listed on Schedule 2 (as supplemented in writing to the Secured Party
by Grantor from time to time) and (ii) Field Deposit Accounts containing proceeds of
Wholesale Accounts Receivable which proceeds are subject to an Accounts Receivable
Securitization.”



(e) Section 3.1(h) of the Original Security Agreement is hereby amended by removing “with an
individual or aggregate value of $1,000,000” and inserting in its place “with an individual value
of $500,000 or more or aggregate value of $1,000,000”.



(f) Section 3.1(p) of the Original Security Agreement is hereby amended by removing
“$15,000,000” and inserting in its place “$7,500,000”.



(g) Section 4.1(c) of the Original Security Agreement is hereby amended by removing the
language “during the continuance of any Default or Event of Default” in the first line thereof.



(h) Section 4.1 of the Original Security Agreement is hereby amended by:




(x) amending and restating the final paragraph of subsection (a) of the Original
Security Agreement thereto in its entirety to read as follows:




“As part of the foregoing, Grantor will, whenever requested by the Secured Party execute and
file any financing statement, continuation statement or other filing or registration
relating to the Secured Party’s security interest and rights hereunder (including, without
limitation, any filings related to railcars, tractors or trailers), and any amendment
thereto.”, and




(y) adding the following subsection (f) immediately following subsection (e)
thereof:




“(f) If any Collateral in which Grantor has granted a security interest hereunder with an
average aggregate fair market value in excess of $500,000 as of the last day of each of the
prior twelve (12) months is at any time located on premises leased by Grantor or in the
possession or control of any warehouseman, bailee, operator of any storage facility or any
of Grantor’s agents, Grantor shall, (i) notify such warehouseman, bailee, operator or agent
of the Secured Party’s rights hereunder and instruct such Person to hold all such Collateral
for the Secured Party’s account subject to the Secured Party’s instructions, and shall send
a copy of such notice to the Administrative Agent substantially concurrently therewith, and
(ii) upon request of the Secured Party, use commercially reasonable efforts to cause such
Collateral to become subject to a Collateral Access Agreement.”



(i) Section 4.2(a) of the Original Security Agreement is hereby amended by removing “with an
individual or aggregate value of $1,000,000” and inserting in its place “with an individual value
of $500,000 or more or aggregate value of $1,000,000”.



(j) Section 4.2(b) of the Original Security Agreement is hereby amended by removing “with an
individual or aggregate value of $1,000,000” and inserting in its place “with an individual value
of $500,000 or more or aggregate value of $1,000,000”.



(k) Section 4.2(d) of the Original Security Agreement is hereby amended and restated in its
entirety so as to read as follows:




“(d) If at any time there exists Collateral in which a security interest may be perfected by
a notation on the certificate of title or similar evidence of ownership of such Collateral,
Grantor will, promptly upon request by the Secured Party, deliver to the Secured Party or
its designee all certificates of title and similar evidences of ownership, all applications
therefor, and all other documents that are necessary in order to register the Secured
Party’s security interest in such Collateral on such certificate of title or other evidence
of ownership or in otherwise perfecting the Secured Party’s security interest in such
Collateral. The Secured Party shall be entitled to engage a third-party service provider to
manage the notation of liens on all such Collateral subject to a certificate of title.”



(l) Section 4.2(e) of the Original Security Agreement is hereby amended by amending and
restating the last sentence thereof so as to read as follows:




“This subsection shall not apply to any Excluded Account or any Deposit Account used solely
for payroll payments.”



(m) Section 4.2(f)(iii) of the Original Security Agreement is hereby amended by amending and
restating the last sentence thereof so as to read as follows:




“This subsection shall not apply to any Excluded Account.”



(n) Section 4.2(g) of the Original Security Agreement is hereby amended by removing “with an
individual or aggregate value of $1,000,000” and inserting in its place “with an individual value
of $500,000 or more or aggregate value of $1,000,000”.



(o) Section 4.2(h) of the Original Security Agreement is hereby amended by removing “with an
individual or aggregate value of $1,000,000” and inserting in its place “with an individual value
of $500,000 or more or aggregate value of $1,000,000”.



(p) Section 6.1(d) of the Original Security Agreement is hereby amended by amending and
restating the first sentence thereof in its entirety so as to read as follows:




“(d) To the extent not already provided for under Section 4.1(f) herein, if any Collateral
in which Grantor has granted a security interest hereunder with an average fair market value
in excess of $500,000 as of the last day of each of the prior twelve (12) months is at any
time located on premises leased by Grantor or in the possession or control of any
warehouseman, bailee, operator of any storage facility or any of Grantor’s agents, Grantor
shall, upon the request of the Secured Party during the continuance of any Default (other
than a Default arising under Section 6.01 or 6.02 of the Credit Agreement for which the
applicable period of grace to cure such Default has not expired), (i) notify such
warehouseman, bailee, operator or agent of the Secured Party’s rights hereunder and instruct
such Person to hold all such Collateral for the Secured Party’s account subject to the
Secured Party’s instructions, and (ii) cause such Collateral to become subject to a
Collateral Access Agreement.”



(q) Section 6.1(e) of the Original Security Agreement is hereby amended by removing “with an
individual or aggregate value of $1,000,000” and replacing it with “with an individual value of
$500,000 or more or an aggregate value of $1,000,000 or more”.



(r) Section 6.6(b)(i) of the Original Security Agreement is hereby amended and restated in its
entirety so as to read as follows:




“(i) the amount of all reasonable costs and expenses, including the reasonable fees and
disbursements of the Secured Party’s counsel and of any experts and agents (including,
without limitation, any third-party service provider engaged pursuant to Section 4.2(d)
herein), that the Secured Party may incur in connection with the perfection and preservation
of this security interest created under this Agreement;”



(s) Schedule 1 to the Original Security Agreement is hereby amended and restated in its
entirety in the form attached hereto as Schedule 3.



(t) Schedule 2 to the Original Security Agreement is hereby amended and restated in its
entirety in the form attached hereto as Schedule 4.



Section 4. Conditions to Effectiveness. This Amendment shall become effective as of
the date first above written when and only when:



(a) The Administrative Agent shall have received all of the following, at the Administrative
Agent’s office:




(i) an original counterpart to this Amendment, duly executed by the Borrower, the
General Partner, the Grantors, the Administrative Agent and the Required Lenders,




(ii) a certificate signed by a Responsible Officer of the General Partner certifying as
of the date of this Amendment (A) that no Default exists, (B) that there have been no
changes to the Organizational Documents of any Loan Party since the date such Organizational
Documents were last certified to the Administrative Agent, (C) to the resolutions of the
Loan Parties approving this Amendment and the related transactions (which certification may,
if applicable, be by reference to previously adopted resolutions) and (D) to the signature
and incumbency certificates of the Responsible Officers of each Loan Party (which
certification may, if applicable, be by reference to previously delivered incumbency
certificates), and




(iii) a certificate signed by a Responsible Officer certifying that the conditions
specified in Section 6(a) below have been satisfied.



(b) The Borrower shall have paid, in connection with the Loan Documents:




(i) all recording, handling, legal, and other fees or payments required to be paid to
the Administrative Agent or any Lender pursuant to any Loan Documents for which an invoice
has been received at least one Business Day before the date hereof,




(ii) a consent fee payable to the Administrative Agent for the account of each Lender
party hereto in an amount equal to 0.05% of each such Lender’s respective Commitment
(determined after giving effect to this Amendment), and




(iii) any other fees payable pursuant to any engagement letter executed in connection
herewith.



Section 5. Post-Closing Obligations.



(a) Within sixty (60) days following the date hereof (or such later date as may be acceptable
to the Administrative Agent in its sole discretion), the Borrower shall, or shall cause any
Restricted Subsidiary to, deliver control agreements for the Operating Account (as defined in the
Security Agreement) and all other deposit or securities accounts of the Borrower and its Restricted
Subsidiaries, including for the avoidance of doubt, those deposit or securities accounts for which
the Administrative Agent or any Lender serves as the depositary bank or securities intermediary, as
applicable, other than any Excluded Account (as defined in the Security Agreement) or any deposit
account used solely for payroll payments.



(b) Within the later of ninety (90) days following the date of this Amendment and forty-five
(45) days of the date of request by the Administrative Agent for the delivery of a Mortgage or
Mortgages (or such later date as may be acceptable to the Administrative Agent in its sole
discretion), the Borrower shall, or shall cause any Restricted Subsidiary, to deliver such Mortgage
or Mortgages covering the properties owned by the Borrower or a Restricted Subsidiary with a fair
market value of at least $1,000,000 (excluding those properties identified by the Administrative
Agent to be in a Special Flood Hazard Area as identified by the Federal Emergency Management Agency
as of the Amendment No. 6 Effective Date) and also identified by the Administrative Agent to be
mortgaged, duly executed by the Borrower or the appropriate Restricted Subsidiary, together with:




(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged
and delivered and are in form suitable for filing or recording in all filing or recording
offices that the Administrative Agent may deem necessary or desirable in order to create a
valid first and subsisting Lien on the property described therein in favor of the
Administrative Agent for the benefit of the Secured Parties and that all filing,
documentary, stamp, intangible and recording taxes and other fees in connection therewith
have been paid,




(ii) fully paid American Land Title Association Lender’s Extended Coverage title
insurance policies (the “Mortgage Policies”), with endorsements and in amounts
acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers
acceptable to the Administrative Agent, insuring the Mortgages to be valid first and
subsisting Liens on the property described therein, free and clear of all defects
(including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances,
excepting only Permitted Liens, and providing for such other affirmative insurance and such
coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or
desirable,




(iii) upon the request of the Administrative Agent, American Land Title
Association/American Congress on Surveying and Mapping form surveys, for which all necessary
fees (where applicable) have been paid, and dated no more than thirty (30) days before the
day of the delivery of the Mortgages pursuant to clause (b) above, certified to the
Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the
Administrative Agent by a land surveyor duly registered and licensed in the States in which
the property described in such surveys is located and acceptable to the Administrative
Agent, showing all buildings and other improvements, any off-site improvements, the location
of any easements, parking spaces, rights of way, building set-back lines and other
dimensional regulations and the absence of encroachments, either by such improvements or on
to such property, and other defects, other than encroachments and other defects acceptable
to the Administrative Agent,




(iv) upon the request of the Administrative Agent, engineering, soils and other reports
as to the properties described in the Mortgages, from professional firms acceptable to the
Administrative Agent,




(v) upon the request of the Administrative Agent, estoppel and consent agreements
executed by each of the lessors of the leased real properties identified by the
Administrative Agent pursuant to clause (b) above, along with (1) a memorandum of lease in
recordable form with respect to such leasehold interest, executed and acknowledged by the
owner of the affected real property, as lessor, or (2) evidence that the applicable lease
with respect to such leasehold interest or a memorandum thereof has been recorded in all
places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give
constructive notice to third-party purchasers of such leasehold interest, or (3) if such
leasehold interest was acquired or subleased from the holder of a recorded leasehold
interest, the applicable assignment or sublease document, executed and acknowledged by such
holder, in each case in form sufficient to give such constructive notice upon recordation
and otherwise in form satisfactory to the Administrative Agent,




(vi) evidence of the insurance required by the terms of the Mortgages,




(vii) upon the request of the Administrative Agent, a completed “Life-of-Loan” Federal
Emergency Management Agency Standard Flood Hazard Determination with respect to each
Mortgaged Property (together with a notice about special flood hazard area status and flood
disaster assistance duly executed by the Borrower and each Restricted Subsidiary relating
thereto),




(viii) upon the request of the Administrative Agent, an appraisal of each of the
properties described in the Mortgages complying with the requirements of the Federal
Financial Institutions Reform, Recovery and Enforcement Act of 1989, which appraisals shall
be from a Person acceptable to the Lenders, and




(ix) evidence that all other action that the Administrative Agent may deem necessary or
desirable in order to create valid first and subsisting Liens on the property described in
the Mortgages has been taken.



Section 6. Confirmation; Representations and Warranties.



In order to induce each Lender to enter into this Amendment, the Borrower represents and
warrants to each Lender that:



(a) The representations and warranties of the Borrower and any Grantor, as applicable,
contained in the Credit Agreement and the Security Agreement are true and correct in all respects
at and as of the time of the effectiveness hereof, except to the extent that the facts on which
such representations and warranties are based have been changed by the extensions of credit under
the Credit Agreement or that such representations and warranties specifically refer to an earlier
date, in which case such representations and warranties were true and correct in all material
respects as of such earlier date.



(b) The Borrower, the Grantors and the General Partner are duly authorized to execute and
deliver this Amendment and have duly taken all corporate action necessary to authorize the
execution and delivery of this Amendment and to authorize the performance of the obligations of the
Borrower and the General Partner hereunder.



(c) The execution and delivery by the Borrower, the Grantors and the General Partner of this
Amendment, the performance by the Borrower, the Grantors and the General Partner of their
obligations hereunder and the consummation of the transactions contemplated hereby do not and will
not conflict with any provision of law, statute, rule or regulation or of the Organization
Documents of the Borrower, any Grantor or the General Partner, or of any material agreement,
judgment, license, order or permit applicable to or binding upon the Borrower, any Grantor or the
General Partner, or result in the creation of any lien, charge or encumbrance upon any assets or
properties of the Borrower, any Grantor or the General Partner. Except for those which have been
obtained, no consent, approval, authorization or order of any court or Governmental Authority or
third party is required in connection with the execution and delivery by the Borrower, the Grantors
and the General Partner of this Amendment or to consummate the transactions contemplated hereby.



(d) When duly executed and delivered, each of this Amendment and the Credit Agreement will be
a legal and binding obligation of the Borrower, each Grantor party hereto and the General Partner,
enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or similar
laws of general application relating to the enforcement of creditors’ rights and by equitable
principles of general application.



Section 7. Miscellaneous.



(a) Ratification of Agreements. Each of the Original Agreement and the Original
Security Agreement as hereby amended is hereby ratified and confirmed in all respects. The Loan
Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed
in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be
a reference to the Original Agreement as hereby amended. Any reference to the Security Agreement
in any Loan Document shall be deemed to be a reference to the Original Security Agreement as hereby
amended. The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit
Agreement, the Security Agreement, the Notes, or any other Loan Document nor constitute a waiver of
any provision of the Credit Agreement, the Security Agreement, the Notes or any other Loan
Document.



Each of the undersigned Grantors (i) ratifies and confirms its Amended and Restated Guaranty
dated as of October 21, 2013 (as amended, supplemented or restated, the “Guaranty”) made by
it for the benefit of the Lender Parties, executed pursuant to the terms of the Credit Agreement
and the other Loan Documents and (ii) agrees that all of its obligations and covenants thereunder
shall remain unimpaired by the execution and delivery of this Amendment and the other documents and
instruments executed in connection herewith.



(b) Survival of Agreements. All representations, warranties, covenants and agreements
of the Borrower and the Grantors herein shall survive the execution and delivery of this Amendment
and the performance hereof, including without limitation the making or granting of the Loans, and
shall further survive until all of the Obligations are paid in full.



(c) Loan Documents. This Amendment is a Loan Document, and all provisions in the
Credit Agreement pertaining to Loan Documents apply hereto.



(d) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



(e) Counterparts; Electronic Transmission. This Amendment may be separately executed
in counterparts and by the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to constitute one and the same Amendment. This Amendment may be validly
executed by facsimile or other electronic transmission.



(f) Release of Claims. To induce the Administrative Agent and each Lender to agree to
the terms of this Amendment, each of the Borrower, the General Partner and each Grantor hereby (i)
represents and warrants that as of the date of this Amendment there are no claims or offsets
against or defenses or counterclaims to its obligations under the Loan Documents, and waives any
and all such claims, offsets, defenses, or counterclaims, whether known or unknown, arising prior
to the date of this Amendment and (ii) releases and forever discharges the Lender Parties, together
with their parents, subsidiaries, affiliates, employees, agents, attorneys, officers, and directors
(all of the foregoing hereinafter called the “Released Parties”), from any and all actions and
causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations,
damages, and expenses of any and every character, known or unknown, direct or indirect, at law or
in equity, of whatsoever kind or nature, whether heretofore or hereafter accruing, for or because
of any matter or things done, omitted, or suffered to be done by any of the Released Parties prior
to and including the date hereof, and in any way directly or indirectly arising out of or in any
way connected to the Credit Agreement, the Security Agreement or the other Loan Documents,
including but not limited to claims of usury (although no such claims are known to exist) (all of
the foregoing hereinafter called the “Released Matters”). Each of the Borrower, the General
Partner and each Grantor acknowledges that the agreements in this Section 7(f) are intended to
cover and be in full satisfaction for all or any alleged injuries or damages arising in connection
with the Released Matters herein compromised and settled.




(i) Each of the Borrower, the General Partner and each Grantor understands,
acknowledges, and agrees that the release set forth above may be pleaded as a full and
complete defense and may be used as a basis for an injunction against any action, suit, or
other proceeding which may be instituted, prosecuted, or attempted in breach of the
provisions of such release.




(ii) Each of the Borrower, the General Partner and each Grantor agrees that no fact,
event, circumstance, evidence, or transaction that could now be asserted or that may
hereafter be discovered shall affect in any manner the final, absolute, and unconditional
nature of the release set forth above.



(g) ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]IN WITNESS WHEREOF, this
Amendment is executed as of the date first above written.




FERRELLGAS, L.P.




By: Ferrellgas, Inc., as its General Partner



	 	 	 
	By:

	 	/s/ Alan C. Heitmann
	
 
	 	 
	Name:

	 	Alan C. Heitmann
	Title:

	 	Executive Vice President, Chief Financial Officer & Treasurer







	 	 	FERRELLGAS, INC.,






as General Partner and Guarantor



	 	 	 
	By:

	 	/s/ Alan C. Heitmann
	
 
	 	 
	Name:

	 	Alan C. Heitmann
	Title:

	 	Executive Vice President, Chief Financial Officer & Treasurer







	 	 	BLUE RHINO GLOBAL SOURCING, INC.,






as Grantor



	 	 	 
	By:

	 	/s/ Alan C. Heitmann
	
 
	 	 
	Name:

	 	Alan C. Heitmann
	Title:

	 	Executive Vice President, Chief Financial Officer & Treasurer







	 	 	BRIDGER ENVIRONMENTAL, LLC






BRIDGER LOGISTICS, LLC,


each as Grantor



	 	 	 
	By:

By:

	 	Ferrellgas, L.P., its sole member

Ferrellgas, Inc., its general partner






	 	 	 
	By:

	 	/s/ Alan C. Heitmann
	
 
	 	 
	Name:

	 	Alan C. Heitmann
	Title:

	 	Executive Vice President, Chief Financial Officer & Treasurer







	 	 	BRIDGER ENERGY, LLC






BRIDGER LAKE, LLC


BRIDGER MARINE, LLC


BRIDGER ADMINISTRATIVE SERVICES II, LLC


BRIDGER REAL PROPERTY, LLC


BRIDGER TRANSPORTATION, LLC


BRIDGER LEASING, LLC


BRIDGER STORAGE, LLC


BRIDGER RAIL SHIPPING, LLC,


each as Grantor



	 	 	 
	By:

By:

By:

	 	Bridger Logistics, LLC, its sole member

Ferrellgas, L.P., its sole member

Ferrellgas, Inc., its general partner






	 	 	 
	By:

	 	/s/ Alan C. Heitmann
	
 
	 	 
	Name:

	 	Alan C. Heitmann
	Title:

	 	Executive Vice President, Chief Financial Officer & Treasurer







	 	 	J.J. ADDISON PARTNERS, LLC






J.J. KARNACK PARTNERS, LLC


J.J. LIBERTY, LLC,


each as Grantor




By: Bridger Real Property, LLC, its sole member



	 	 	 
	By:

By:

By:

	 	Bridger Logistics, LLC, its sole member

Ferrellgas, L.P., its sole member

Ferrellgas, Inc., its general partner






	 	 	 
	By:

	 	/s/ Alan C. Heitmann
	
 
	 	 
	Name:

	 	Alan C. Heitmann
	Title:

	 	Executive Vice President, Chief Financial Officer & Treasurer







	 	 	BRIDGER TERMINALS, LLC,






as Grantor



	 	 	 
	By:

By:

By:

	 	Bridger Logistics, LLC, its sole member

Ferrellgas, L.P., its sole member

Ferrellgas, Inc., its general partner






	 	 	 
	By:

	 	/s/ Alan C. Heitmann
	
 
	 	 
	Name:

	 	Alan C. Heitmann
	Title:

	 	Executive Vice President, Chief Financial Officer & Treasurer







	 	 	BRIDGER SWAN RANCH, LLC,






as Grantor




By: Bridger Terminals, LLC, its sole member


By: Bridger Logistics, LLC, its sole member


By: Ferrellgas, L.P., its sole member


By: Ferrellgas, Inc., its general partner



	 	 	 
	By:

	 	/s/ Alan C. Heitmann
	
 
	 	 
	Name:

	 	Alan C. Heitmann
	Title:

	 	Executive Vice President, Chief Financial Officer & Treasurer







	 	 	SOUTH C&C TRUCKING, LLC,






as Grantor



	 	 	 
	By:

By:

By:

	 	Bridger Logistics, LLC, its sole manager

Ferrellgas, L.P., its sole member

Ferrellgas, Inc., its general partner






	 	 	 
	By:

	 	/s/ Alan C. Heitmann
	
 
	 	 
	Name:

	 	Alan C. Heitmann
	Title:

	 	Executive Vice President, Chief Financial Officer & Treasurer






1





	 	 	BANK OF AMERICA, N.A, as Administrative Agent





	 	 	 
	By:

	 	/s/ Priscilla Baker
	
 
	 	 
	Name:

	 	Priscilla Baker
	Title:

	 	Assistant Vice President







	 	 	BANK OF AMERICA, N.A, as a Lender





	 	 	 
	By:

	 	/s/ Kimberly Miller
	
 
	 	 
	Name:

	 	Kimberly Miller
	Title:

	 	Associate







	 	 	WELLS FARGO BANK, N.A.





	 	 	 
	By:

	 	/s/ Stephanie Harrel
	
 
	 	 
	Name:

	 	Stephanie Harrel
	Title:

	 	Vice President






2





	 	 	JPMORGAN CHASE BANK, N.A.





	 	 	 
	By:

	 	/s/ Darren Vanek
	
 
	 	 
	Name:

	 	Darren Vanek
	Title:

	 	Authorized Signatory






3





	 	 	BMO HARRIS BANK N.A.





	 	 	 
	By:

	 	/s/ Chad Rock
	
 
	 	 
	Name:

	 	Chad Rock
	Title:

	 	Managing Director







	 	 	THE PRIVATEBANK & TRUST COMPANY





	 	 	 
	By:

	 	/s/ Zach Strube
	
 
	 	 
	Name:

	 	Zach Strube
	Title:

	 	Managing Director







	 	 	SUNTRUST BANK





	 	 	 
	By:

	 	/s/ Janet R. Naifeh
	
 
	 	 
	Name:

	 	Janet R. Naifeh
	Title:

	 	Senior Vice President






4





	 	 	CAPITAL ONE, N.A.





	 	 	 
	By:

	 	/s/ Gina Monette
	
 
	 	 
	Name:

	 	Gina Monette
	Title:

	 	Vice President






5





	 	 	U.S. BANK NATIONAL ASSOCIATION





	 	 	 
	By:

	 	/s/ Nicholas V. Ocepek
	
 
	 	 
	Name:

	 	Nicholas V. Ocepek
	Title:

	 	Vice President







	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a
Lender





	 	 	 
	By:

	 	/s/ Anastasiya Haurylenia
	
 
	 	 
	Name:

	 	Anastasiya Haurylenia
	Title:

	 	Vice President






Schedule 1 to the Amendment




SCHEDULE 2.01 TO THE CREDIT AGREEMENT




COMMITMENTS

AND APPLICABLE PERCENTAGES

as of April 28, 2017




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lender

	 	Commitment
	 	Letter of

Credit Sublimit

Participation
	 	Applicable

Percentage




	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America, N.A.

	 	$	66,946,428.58	 	 	$	23,285,714.27	 	 	 	11.642857144	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Capital One, N.A.

	 	$	66,946,428.57	 	 	$	23,285,714.29	 	 	 	11.642857143	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Fifth Third Bank

	 	$	66,946,428.57	 	 	$	23,285,714.29	 	 	 	11.642857143	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.

	 	$	66,946,428.57	 	 	$	23,285,714.29	 	 	 	11.642857143	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Bank, N.A.

	 	$	66,946,428.57	 	 	$	23,285,714.29	 	 	 	11.642857143	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	The Bank of Tokyo-Mitsubishi

UFJ, Ltd.

	 	$49,285,714.29



	 	$17,142,857.14



	 	8.571428572%




	 

	 	 	 	 	 	 	 	 	 	 	 	 
	SunTrust Bank

	 	$	49,285,714.29	 	 	$	17,142,857.14	 	 	 	8.571428572	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	BMO Harris Bank, N.A.,

successor-by-merger to M&I

Marshall & Ilsley Bank

	 	$42,714,285.71





	 	$14,857,142.86





	 	7.428571428%






	 

	 	 	 	 	 	 	 	 	 	 	 	 
	The PrivateBank & Trust Company

	 	$	36,964,285.71	 	 	$	12,857,142.86	 	 	 	6.428571428	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	U.S. Bank National Association

	 	$	33,267,857.14	 	 	$	11,571,428.57	 	 	 	5.785714285	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	PNC Bank, National Association

	 	$	28,750,000.00	 	 	$	10,000,000.00	 	 	 	5.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Total

	 	$	575,000,000.00	 	 	$	200,000,000.00	 	 	 	100.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 






Schedule 2 to the Amendment




SCHEDULE 5.08(b) TO THE CREDIT AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 
	CITY	 	STATE	 	ADDRESS	 	ZIP	 	Use
	Tucson
	 	AZ
	 	4200 N SULLINGER AVENUE
	 	 	85705	 	 	Office, Bulk Storage

and Dock

	 
	 	 
	 	 
	 	 	 	 	 	 

	Elk Grove
	 	CA
	 	9765 AND 9797 DINO DRIVE
	 	 	95624	 	 	Office, Bulk Storage

and Dock

	 
	 	 
	 	 
	 	 	 	 	 	 

	San Marcos
	 	CA
	 	1425 GRAND AVENUE
	 	 	92069	 	 	Office and Bulk

Storage

	 
	 	 
	 	 
	 	 	 	 	 	 

	Santa Ana
	 	CA
	 	2125 WEST 17TH STREET
	 	 	92706	 	 	Office and Bulk

Storage

	 
	 	 
	 	 
	 	 	 	 	 	 

	Riviera Beach
	 	FL
	 	6982 BARBOUR RD.
	 	 	33407	 	 	Office, Bulk Storage

and Dock

	 
	 	 
	 	 
	 	 	 	 	 	 

	Frederick
	 	MD
	 	9023 BALTIMORE ROAD
	 	 	21701	 	 	Bulk Storage and Dock

	 
	 	 
	 	 
	 	 	 	 	 	 

	Hamptonville
	 	NC
	 	1309 BUCK SHOALS ROAD
	 	 	27020	 	 	Office, Bulk Storage

and Tank Cylinder

Refurbishing

Facility

	 
	 	 
	 	 
	 	 	 	 	 	 

	Woodbridge
	 	NJ
	 	369 MAIN STREET
	 	 	07095	 	 	Office, Bulk Storage

and Dock

	 
	 	 
	 	 
	 	 	 	 	 	 

	Portland
	 	OR
	 	641 NE LOMBARD STREET
	 	 	97211	 	 	Office, Bulk Storage

and Dock

	 
	 	 
	 	 
	 	 	 	 	 	 

	Tiverton
	 	RI
	 	896 FISH ROAD
	 	 	02878	 	 	Office, Bulk Storage

and Dock

	 
	 	 
	 	 
	 	 	 	 	 	 

	Hilton Head Island
	 	SC
	 	45 MARSHLAND ROAD
	 	 	29926	 	 	Office

	 
	 	 
	 	 
	 	 	 	 	 	 

	Asherton
	 	TX
	 	10349 SOUTH US HIGHWAY 83
	 	 	78827	 	 	Salt Water Disposal

Well

	 
	 	 
	 	 
	 	 	 	 	 	 

	Hutchins
	 	TX
	 	1828 CARPENTER ROAD
	 	 	75141	 	 	Office, Bulk Storage

and Tank Cylinder

Refurbishing

Facility

	 
	 	 
	 	 
	 	 	 	 	 	 

	Kenedy
	 	TX
	 	1777 FM 792
	 	 	78119	 	 	Salt Water Disposal

Well

	 
	 	 
	 	 
	 	 	 	 	 	 







Schedule 3 to the Amendment




Schedule 1 to the Security Agreement




Schedule 1 to the Security Agreement

Address for Notices and Jurisdiction of Organization




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Jurisdiction of

	 	Name of Grantor	 	Type of Organization	 	Organization	 	Address for Notices
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ferrellgas, L.P.	 	Limited Partnership	 	Delaware	 	7500 College Boulevard, Suite
1000
Overland Park, Kansas 66210
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ferrellgas, Inc.	 	Corporation	 	Delaware	 	7500 College Boulevard, Suite
1000
Overland Park, Kansas 66210
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Blue Rhino Global	 	Corporation	 	Delaware	 	1 Liberty Plaza

	 	Sourcing, Inc.	 	 	 	 	 	 	 	Liberty, Missouri 64068
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger	 	Limited Liability	 	Texas	 	2009 Chenault Drive, Suite 100

	 	Environmental, LLC	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger Logistics,	 	Limited Liability	 	Louisiana	 	2009 Chenault Drive, Suite 100

	 	LLC	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger Energy, LLC	 	Limited Liability	 	Delaware	 	2009 Chenault Drive, Suite 100

	 	 	 	 	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger Lake, LLC	 	Limited Liability	 	Delaware	 	2009 Chenault Drive, Suite 100

	 	 	 	 	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger Marine, LLC	 	Limited Liability	 	Delaware	 	2009 Chenault Drive, Suite 100

	 	 	 	 	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger	 	Limited Liability	 	Delaware	 	2009 Chenault Drive, Suite 100

	 	Administrative	 	Company	 	 	 	Carrollton, Texas 75006

	 	Services II, LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger Real	 	Limited Liability	 	Delaware	 	2009 Chenault Drive, Suite 100

	 	Property, LLC	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger	 	Limited Liability	 	Louisiana	 	2009 Chenault Drive, Suite 100

	 	Transportation, LLC	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger Leasing, LLC	 	Limited Liability	 	Louisiana	 	2009 Chenault Drive, Suite 100

	 	 	 	 	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger Storage, LLC	 	Limited Liability	 	Louisiana	 	2009 Chenault Drive, Suite 100

	 	 	 	 	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger Rail	 	Limited Liability	 	Louisiana	 	2009 Chenault Drive, Suite 100

	 	Shipping, LLC	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	J.J. Addison	 	Limited Liability	 	Texas	 	2009 Chenault Drive, Suite 100

	 	Partners, LLC	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	J.J. Karnack	 	Limited Liability	 	Texas	 	1999 Bryan Street Suite 900

	 	Partners, LLC	 	Company	 	 	 	Dallas, Texas 75201
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	J.J. Liberty, LLC	 	Limited Liability	 	Texas	 	2009 Chenault Drive, Suite 100

	 	 	 	 	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger Terminals,	 	Limited Liability	 	Delaware	 	2009 Chenault Drive, Suite 100

	 	LLC	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bridger Swan Ranch,	 	Limited Liability	 	Delaware	 	2009 Chenault Drive, Suite 100

	 	LLC	 	Company	 	 	 	Carrollton, Texas 75006
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	South C&C Trucking,	 	Limited Liability	 	Texas	 	10370 Richmond Avenue Suite

	 	LLC	 	Company	 	 	 	525
Houston, Texas 77042
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Schedule 4 to the Amendment




Schedule 2 to the Security Agreement




PLEDGED DEPOSIT ACCOUNTS




	 	 	 	 	 	 	 	 	 
	
 
	 	 	 	 	 	 	 	Excluded Account?
	
 
	 	 	 	 	 	 	 	 
	Account Number

	 	Account Bank
	 	Account Holder
	 	Use of Account
	 	Y/N
	 

	 	 
	 	 
	 	 
	 	 






EQUITY AND RELATED MATTERS




	 	 	 	 	 
	Subsidiary	 	Outstanding Equity Interests	 	Equity Ownership
	Ferrellgas, L.P., a

Delaware limited

partnership

	 	General Partnership Interest





	 	100% by Ferrellgas, Inc.





	 

	 	 
	 	 
	Blue Rhino Global

Sourcing, Inc., a

Delaware

corporation

	 	100 Shares







	 	100% by Ferrellgas, L.P.







	 

	 	 
	 	 
	Bridger

Marine, LLC, a

Delaware limited

liability company

	 	Limited liability company

membership interest





	 	100% by Bridger

Logistics, LLC





	 

	 	 
	 	 
	Bridger Energy,

LLC, a Delaware

limited liability

company

	 	Limited liability company

membership interest





	 	100% by Bridger

Logistics, LLC





	 

	 	 
	 	 
	Bridger Lake, LLC,

a Delaware limited

liability company

	 	Limited liability company

membership interest



	 	100% by Bridger

Logistics, LLC



	 

	 	 
	 	 
	Bridger

Administrative

Services II, LLC, a

Delaware limited

liability company

	 	Limited liability company

membership interest







	 	100% by Bridger

Logistics, LLC







	 

	 	 
	 	 
	Bridger Real

Property, LLC, a

Delaware limited

liability company

	 	Limited liability company

membership interest





	 	100% by Bridger

Logistics, LLC





	 

	 	 
	 	 
	J.J. Addison

Partners, LLC, a

Texas limited

liability company

	 	Limited liability company

membership interest





	 	100% by Bridger Real

Property, LLC





	 

	 	 
	 	 
	J.J. Karnack

Partners, LLC, a

Texas limited

liability company

	 	Limited liability company

membership interest





	 	100% by Bridger Real

Property, LLC





	 

	 	 
	 	 
	J.J. Liberty, LLC,

a Texas limited

liability company

	 	Limited liability company

membership interest



	 	100% by Bridger Real

Property, LLC



	 

	 	 
	 	 
	Bridger Logistics,

LLC, a Louisiana

limited liability

company

	 	Limited liability company

membership interest





	 	100% by Ferrellgas, L.P.







	 

	 	 
	 	 
	Bridger

Transportation,

LLC, a Louisiana

limited liability

company

	 	Limited liability company

membership interest







	 	100% by Bridger

Logistics, LLC







	 

	 	 
	 	 
	Bridger Leasing,

LLC, a Louisiana

limited liability

company

	 	Limited liability company

membership interest





	 	100% by Bridger

Logistics, LLC





	 

	 	 
	 	 
	Bridger Storage,

LLC, a Louisiana

limited liability

company

	 	Limited liability company

membership interest





	 	100% by Bridger

Logistics, LLC





	 

	 	 
	 	 
	Bridger Rail

Shipping, LLC, a

Louisiana limited

liability company

	 	Limited liability company

membership interest





	 	100% by Bridger

Logistics, LLC





	 

	 	 
	 	 
	Bridger Terminals,

LLC, a Delaware

limited liability

company

	 	Limited liability company

membership interest





	 	100% by Bridger

Logistics, LLC





	 

	 	 
	 	 
	Bridger Swan Ranch,

LLC, a Delaware

limited liability

company

	 	Limited liability company

membership interest





	 	100% by Bridger

Terminals, LLC





	 

	 	 
	 	 
	Bridger

Environmental, LLC,

a Delaware limited

liability company

	 	Limited liability company

membership interest





	 	100% by Bridger

Logistics, LLC





	 

	 	 
	 	 
	South C&C Trucking,

LLC, a Delaware

limited liability

company

	 	Limited liability company

membership interest





	 	100% by Bridger

Logistics, LLC





	 

	 	 
	 	 






LETTER OF CREDIT RIGHTS

None.

SECURITIES ACCOUNTS

None.

COMMERCIAL TORT CLAIMS

None.





6