EX-10.1






#4383674.5



Exhibit 10.1




AMENDMENT NO. 2 TO CREDIT AGREEMENT




This Amendment No. 2 to Credit Agreement, dated as of October 21, 2013 (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”), Bank of America, N.A., as Administrative Agent (in such
capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and the Lenders
party hereto.



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; and






	 	B.	 	The Borrower, the General Partner, the Administrative Agent and the Lenders
desire to amend the Original 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, 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) deleting the defined term “Amendment No. 1”.




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



“Amendment No. 2” means Amendment No. 2 dated as of October 21,
2013 among the Administrative Agent, the L/C Issuers, the Lenders party
thereto, and the Borrower.



“Amendment No. 2 Effective Date” means October 21, 2013.



“Commodity Exchange Act” means the Commodity Exchange Act (7
U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute, or any rule, regulation or order of the U.S. Commodity Futures
Trading Commission (or the application or official interpretation of any
thereof).



“Designated Jurisdiction” means any country or territory to the
extent that such country or territory itself is the subject of any Sanction.



“Eligible Contract Participant” means, with respect to any
Swap, a Person that is an “eligible contract participant”, as defined in the
Commodity Exchange Act, with respect to such Swap.



“Excluded Swap Obligation” means, with respect to any
Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the guaranty by such Guarantor of, or the grant by such Guarantor of a
security interest or lien to secure, or the provision by such Guarantor of
other support of, such Swap Obligation is or becomes illegal under the
Commodity Exchange Act by virtue of such party’s failure for any reason to
constitute an Eligible Contract Participant at the time such guaranty, grant
of security interest or lien or provision of support of, such Swap
Obligation becomes effective. If a Swap Obligation arises under a master
agreement governing more than one Swap, such exclusion shall apply only to
the portion of such Swap Obligation that is attributable to Swaps for which
such guaranty, grant of security interest or lien to secure or provision of
other support is or becomes illegal.



“OFAC” means the Office of Foreign Assets Control of the United
States Department of the Treasury.



“Sanction(s)” means any international economic sanction
administered or enforced by the United States Government (including without
limitation, OFAC), the United Nations Security Council, the European Union,
Her Majesty’s Treasury or other relevant sanctions authority.



“Swap” means any “swap” within the meaning of section 1a(47) of
the Commodity Exchange Act.



“Swap Obligation” means any obligation to pay or perform under
any Swap, whether as a party to such Swap or by providing any guarantee of
or provision of support for such Swap (and whether or not such obligation is
a Secured Hedge Obligation hereunder).




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



“Applicable Rate” means 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) or Amendment No. 2:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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

	 	 	2.75	%	 	 	1.75	%	 	 	2.75	%	 	 	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, Pricing Level 5 shall apply, in each case as of the first Business
Day after the date on which such Compliance Certificate was required to have
been delivered and in each case 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).




(iv) amending the definition of “Arranger” by replacing “Banc of America Securities
LLC” with “Merrill Lynch, Pierce, Fenner & Smith Incorporated”.




(v) amending the definition of “Audited Financial Statements” by replacing “2010” with
“2013.”




(vi) amending the definition of “Change in Law” in its entirety as follows:



“Change in Law” means the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation
or treaty or in the administration, interpretation, implementation or
application thereof by any Governmental Authority or (c) the making or
issuance of any request, rule, guideline or directive (whether or not having
the force of law) by any Governmental Authority; provided that
notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules,
guidelines or directives thereunder or issued in connection therewith and
(y) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.




(vii) amending the last proviso in the definition of “Defaulting Lender” in its
entirety as follows:



provided that a Lender shall not be a Defaulting Lender solely by
virtue of the ownership or acquisition of any Equity Interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority
so long as such ownership interest does not result in or provide such Lender
with immunity from the jurisdiction of courts within the United States or
from the enforcement of judgments or writs of attachment on its assets or
permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any
determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (e) above, and of the
effective date of such status, shall be conclusive and binding absent
manifest error, and such Lender shall be deemed to be a Defaulting Lender
(subject to Section 2.15(b)) as of the date established therefor by the
Administrative Agent in a written notice of such determination, which shall
be delivered by the Administrative Agent to the Borrower, each L/C Issuer,
the Swing Line Lender and each other Lender promptly following such
determination.




(viii) amending the definition of “Eurodollar Rate” in its entirety as follows:



“Eurodollar Rate” means:



(a) for any Interest Period with respect to a Eurodollar Rate Loan, the
rate per annum equal to (i) the London Interbank Offered Rate
(“LIBOR”), as published on the applicable Reuters screen page (or if
such publication is unavailable, such other commercially available source
providing quotations of LIBOR as may be designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, for Dollar
deposits (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period; and



(b) for any interest calculation with respect to a Base Rate Loan on
any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m.,
London time, determined two Business Days prior to such date for Dollar
deposits with a term of one month commencing that day;



provided that if LIBOR is not available at the applicable time for any
reason, then the “Eurodollar Rate” shall be determined using a comparable or
successor rate that is approved by the Administrative Agent, which approved
rate shall be applied in a manner consistent with market practice; provided,
further that to the extent such market practice is not administratively
feasible for the Administrative Agent, such approved rate shall be applied
in a manner as otherwise reasonably determined by the Administrative Agent.




(ix) amending the definition of “Eurodollar Rate Loan” by replacing “the Eurodollar
Rate” with “clause (a) of the definition of Eurodollar Rate”.




(x) amending the definition of “Maturity Date” in its entirety as follows:



“Maturity Date” means October 21, 2018; provided,
however, that if such date is not a Business Day, the Maturity Date
shall be the next preceding Business Day.




(xi) amending the definition of “Secured Hedge Obligations” by inserting the following
before the last period:



; provided that, when used with reference to any Guarantor, the term
“Secured Hedge Obligation” excludes any Excluded Swap Obligations with
respect to such Guarantor



(b) Section 5.05 of the Original Agreement is hereby amended by




(i) amending clause (b) in its entirety as follows:



(b) The unaudited consolidated balance sheets of the Borrower and its
Subsidiaries dated October 31, 2012, January 31, 2013, and April 30, 2013,
respectively, and the related consolidated statements of income or
operations, partners’ capital and cash flows for the fiscal quarters ended
on such dates (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein, and (ii) fairly present the financial condition of the Borrower and
its Subsidiaries as of the dates thereof and their results of operations for
the periods covered thereby, subject, in the case of clauses (i) and (ii),
to the absence of footnotes and to normal year-end audit adjustments.




(ii) replacing “Amendment No. 1” in clause (d) with “Amendment No. 2”.



(c) Section 5.13 of the Original Agreement is hereby amended by replacing “Amendment No. 1
Effective Date” with “Amendment No. 2 Effective Date”.



(d) ARTICLE V is hereby amended by adding new Section 5.20 at the end thereof as follows:



5.20 OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the
knowledge of the Borrower and its Subsidiaries, any director, officer, employee,
agent, affiliate or representative thereof, is an individual or entity currently the
subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized
or resident in a Designated Jurisdiction.



(e) Section 6.01(d) of the Original Agreement is hereby amended by replacing “2010” with
“2013”.



(f) Section 6.12 is hereby amended by adding new clause (d) at the end thereof as follows:



(d) Notwithstanding anything in this Agreement or any Collateral Document to
the contrary, no Guarantor shall guarantee (or grant a Lien to support, as
applicable) any Excluded Swap Obligations of such Guarantor for purposes of
determining any obligations of such Guarantor.



(g) ARTICLE VII is hereby amended by adding new Section 7.20 at the end thereof as follows:



7.20 Sanctions. Directly or indirectly, use the proceeds of any Credit
Extension, or lend, contribute or otherwise make available such proceeds to any
Subsidiary, joint venture partner or other individual or entity, to fund any
activities of or business with any individual or entity, or in any Designated
Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in
any other manner that will result in a violation by any individual or entity
(including any individual or entity participating in the transaction, whether as
Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise)
of Sanctions.



(h) Section 7.05(g) of the Original Agreement is hereby amended by replacing “Amendment No. 1
Effective Date” with “Amendment No. 2 Effective Date”.



(i) Section 7.11(b) of the Original Agreement is hereby amended by replacing “2.50 to 1.0”
with “2.75 to 1.0”.



(j) Section 8.03 of the Original Agreement is hereby amended by replacing “Last, the
balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the
Borrower or as otherwise required by Law.” with as follows:




Last, the balance, if any, after all of the Secured Obligations have been
indefeasibly paid in full, to Borrower or as otherwise required by Law;




provided that, to the extent that any Excluded Swap Obligations exist with respect to any
Guarantor, monies or property received from such Guarantor or from the proceeds of any
Collateral provided by such Guarantor may not be shared with the Hedge Banks to the extent
that doing so would violate the Commodity Exchange Act (but to the maximum extent allowed
under applicable law the amounts received or recovered from the other Loan Parties will
instead be allocated to the Hedge Banks as necessary to achieve the overall ratable
applications of monies and property intended by this Section but for this proviso).



(k) Schedule 2.01 of the Original Agreement is hereby amended and restated in its entirety
with Schedule 2.01 attached hereto.



(l) Schedule 5.13A of the Original Agreement is hereby amended to delete the row in the table
with the reference to “Ferrellgas Real Estate, Inc., a Delaware corporation”.



Section 3 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 all parties hereto;




(ii) satisfactory results of all applicable lien searches;




(iii) satisfactory evidence that the Borrower and its Restricted Subsidiaries maintain
insurance that is customary in the industry, including without limitation the amount, types
and terms and conditions of such insurance; and the Lenders shall have received certificates
naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss
payee, as the case may be, under all insurance policies to be maintained with respect to the
properties of the Borrower and its subsidiaries forming part of the Lenders’ Collateral;




(iv) satisfactory opinions of counsel to the Borrower and the Guarantors addressed to
the Lenders (which shall cover, among other things, authority, legality, validity, binding
effect and enforceability of the documents for the Original Agreement, as amended and no
conflict with the terms of the Borrower’s indentures) and of appropriate local counsel, if
any, and such corporate resolutions, certificates and other documents as the Lenders shall
reasonably require;




(v) satisfactory evidence that the Administrative Agent (on behalf of the Lenders)
shall continue to have a valid and perfected first priority (subject to Permitted Liens)
security interest in the Collateral (or arrangements satisfactory to the Administrative
Agent shall have been made to provide for such filings to be made to provide such security
interest);




(vi) a duly completed Compliance Certificate signed by a Responsible Officer of the
General Partner for the July 31, 2013 year-end audited financial statements; and




(vii) a certificate signed by a Responsible Officer of the General Partner certifying
(A) that the conditions specified in Sections 4.02(a) and (b) of the Credit
Agreement have been satisfied, and (B) that the conditions specified in Sections
3(b) and (c) below have been satisfied.



(b) There shall not have occurred since July 31, 2013 any event or condition that has had or
could be reasonably expected, either individually or in the aggregate, to have a Material Adverse
Effect.



(c) There shall be no action, suit, investigation or proceeding pending or, to the knowledge
of the Borrower, threatened in any court or before any arbitrator or governmental authority that
could reasonably be expected to have a Material Adverse Effect.



(d) The Borrower shall have paid, in connection with the Loan Documents, 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.



(e) The Administrative Agent shall have received financial projections and inventory sales
projections (reporting projected volumes of propane to be sold) with respect to the Borrower and
the Guarantors for fiscal years 2014 through 2016, including balance sheets and statements of
projected income and cash flow, in each case with pro forma adjustments for the transactions
implied herein.



(f) All accrued interest, fees and other amounts payable under the Original Agreement for the
account of any Lender (as defined in the Original Agreement) shall have been paid.



Section 4 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 contained in the Credit 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 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 and the General Partner of this Amendment, the
performance by the Borrower 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 or
the General Partner, or of any material agreement, judgment, license, order or permit applicable to
or binding upon the Borrower or the General Partner, or result in the creation of any lien, charge
or encumbrance upon any assets or properties of the Borrower 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 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 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 5 Miscellaneous.



(a) Ratification of Agreements. The Original 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. 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 Notes, or any other Loan Document nor constitute a waiver of any
provision of the Credit Agreement, the Notes or any other Loan Document.



(b) Survival of Agreements. All representations, warranties, covenants and agreements
of the Borrower 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) 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/ James R. VanWinkle—
	Name:

	 	James R. VanWinkle
	Title:

	 	Executive Vice President and Chief Financial Officer






	 	 	 
	FERRELLGAS, INC.
	By:	 	__/s/ James R. VanWinkle_______
	Name:	 	James R. VanWinkle
	Title:	 	Executive Vice President and Chief Financial Officer





	 	 	 
	 	 	}
	BANK OF AMERICA, N.A., as
	Administrative Agent
	By:	 	/s/ Michael Clayborne
	Name:	 	Michael Clayborne
	Title:	 	Vice President





	 	 	 
	BANK OF AMERICA, N.A., as a
	Lender, L/C Issuer and Swing Line
	Lender
	By: /s/ Michael Clayborne
	Name: Michael Clayborne
	Title: Vice President






WELLS FARGO BANK, N.A., as a Lender




By: /s/ T. Bancroft Mattei



1




	 	 	 
	 	 	Name:	 	 	__T. Bancroft Mattei
	 	 	Title:	_Director






JPMORGAN CHASE BANK, N.A., as a Lender




By: /s/ Preeti Yeung



2




	 	 	 
	 	 	Name:	 	 	__Preeti Yeung
	 	 	Title:	Authorized Officer






FIFTH THIRD BANK, as a Lender




By: /s/ Stephen C. Watts



3




	 	 	 
	 	 	Name:	 	 	__Stephen C. Watts
	 	 	Title:	Vice President






BMO HARRIS BANK N.A.,


Successor-by-merger to


M&I Marshall & Ilsley BANK, as a Lender




By: /s/ David T. Hunt—



	 	 	 
	 	 	Name:	 	 	__David T. Hunt
	 	 	Title:	Vice President
	 	 	By:	/s/ Matt Mayer





4




	 	 	 
	 	 	Name:	 	 	__Matt Mayer
	 	 	Title:	Vice President






THE PRIVATEBANK & TRUST COMPANY, as a Lender




By: /s/ Zach Strube



	 	 	 
	 	 	Name:	 	 	__Zach Strube
	 	 	Title:	Associate Managing Director






SUNTRUST BANK, as a Lender




By: /s/ Andrew Johnson



5




	 	 	 
	 	 	Name:	 	 	__Andrew Johnson
	 	 	Title:	Director






CAPITAL ONE, N.A., as a Lender




By: /s/ Karen S. DeBlieux



6




	 	 	 
	 	 	Name:	 	 	__Karen S. DeBlieux
	 	 	Title:	Senior Vice President






PNC BANK, NATIONAL ASSOCIATION, as a Lender and an
L/C Issuer




By: /s/ John Berry



7




	 	 	 
	 	 	Name:	 	 	__John Berry
	 	 	Title:	Vice President






U.S. BANK NATIONAL ASSOCIATION, as a Lender




By: /s/ Magnus McDowell



	 	 	 
	 	 	Name:	 	 	__Magnus McDowell
	 	 	Title:	Vice President





CONSENT AND AGREEMENT




The undersigned hereby (i) consents to the provisions of the Amendment No. 2 to Credit
Agreement (the “Second Amendment”) and the transactions contemplated herein, (ii) ratifies
and confirms its Guaranty dated as of November 2, 2009, made by it for the benefit of the
Administrative Agent and the Lenders, executed pursuant to the Credit Agreement and the other Loan
Documents, (iii) agrees that all of its obligations and covenants thereunder shall remain
unimpaired by the execution and delivery of the Second Amendment and the other documents and
instruments executed in connection herewith, and (iv) agrees that its Guaranty and the other Loan
Documents shall remain in full force and effect.



	 	 	 
	FERRELLGAS, INC.

	By:

	 	     /s/ James R. VanWinkle—
	Name:

	 	James R. VanWinkle
	Title:

	 	Executive Vice President and Chief Financial Officer






	 	 	 
	BLUE RHINO GLOBAL SOURCING, INC.
	By:	 	__/s/ James R. VanWinkle_______
	Name:	 	James R. VanWinkle
	Title:	 	Executive Vice President and Chief Financial Officer
	SCHEDULE 2.01





COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lender

	 	Commitment
	 	Letter of

Credit Sublimit

Participation
	 	Applicable

Percentage




	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America, N.A.

	 	$	70,000,000.00	 	 	$	28,000,000.00	 	 	 	14.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Bank, N.A.

	 	$	70,000,000.00	 	 	$	28,000,000.00	 	 	 	14.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.

	 	$	70,000,000.00	 	 	$	28,000,000.00	 	 	 	14.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Fifth Third Bank

	 	$	60,000,000.00	 	 	$	24,000,000.00	 	 	 	12.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	BMO Harris Bank, N.A.,

successor-by-merger to M&I

Marshall & Ilsley Bank

	 	$45,000,000.00





	 	$18,000,000.00





	 	9.000000000%






	 

	 	 	 	 	 	 	 	 	 	 	 	 
	The PrivateBank & Trust Company

	 	$	45,000,000.00	 	 	$	18,000,000.00	 	 	 	9.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	SunTrust Bank

	 	$	45,000,000.00	 	 	$	18,000,000.00	 	 	 	9.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Capital One, N.A.

	 	$	35,000,000.00	 	 	$	14,000,000.00	 	 	 	7.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	PNC Bank, National Association

	 	$	35,000,000.00	 	 	$	14,000,000.00	 	 	 	7.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	U.S. Bank National Association

	 	$	25,000,000.00	 	 	$	10,000,000.00	 	 	 	5.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Total

	 	$	500,000,000.00	 	 	$	200,000,000.00	 	 	 	100.000000000	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 






As of October 21, 2013




8