Exhibit 10.1


 


EXECUTION VERSION


 


THIS
TRANSACTION SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF
A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER WILL COMPLY WITH ALL APPLICABLE
SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS TRANSACTION SUPPORT AGREEMENT SHALL BE AN
ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THIS AGREEMENT,
DEEMED BINDING ON ANY OF THE PARTIES TO THIS AGREEMENT.


 


TRANSACTION
SUPPORT AGREEMENT


 


This
TRANSACTION SUPPORT AGREEMENT (including all exhibits, annexes, and schedules attached to this agreement in accordance with Section 11.2,
this “Agreement”) is made and entered into as of this 10th day of December, 2020 (the “Execution
Date”), by and among the following parties (each of the following described in clauses (i) through (ii) of
this preamble, collectively, the “Parties”):


 


		(i)	(a) Ferrellgas
                                         Partners, L.P. (“MLP”), a Delaware limited partnership, (b) Ferrellgas
                                         Partners Finance Corp., a Delaware corporation; (c) Ferrellgas, L.P. (“OpCo”),
                                         a Delaware limited partnership, (d) Ferrellgas, Inc., (e) Ferrellgas GP
                                         II, LLC, (f) Ferrellgas GP III, LLC and (g) all of their Affiliates listed
                                         on Annex A to this Agreement that have executed and delivered counterpart signature pages to
                                         this Agreement to counsel to the Consenting Noteholders (as defined herein) (the entities
                                         in this clause (i) shall collectively be referred to as the “Company
                                         Parties”); and



 


		(ii)	the
                                         undersigned holders of, or investment advisors, sub-advisors, or managers of discretionary
                                         accounts that hold the 2020 Note Claims (as defined herein) that have executed and delivered
                                         counterpart signature pages to this Agreement (the “Initial Consenting
                                         Noteholders”), a Joinder or a Transfer Agreement in each case, to counsel
                                         to each of the Company Parties (the entities in this clause (ii), collectively, the “Consenting
                                         Noteholders”).



 


RECITALS


 


WHEREAS,
the Company Parties and the Consenting Noteholders have in good faith and at arm’s length negotiated or been apprised of
certain restructuring and recapitalization transactions with respect to the Company Parties’ capital structure on the terms
and conditions set forth in this Agreement and as specified in the following documents (the “Transactions”):


 


		· 	the
                                         term sheet setting forth the terms and conditions of the Transactions, attached as Exhibit A
                                         to this Agreement (together with all schedules, annexes and exhibits thereto, the “Transaction
                                         Term Sheet”);



 






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EXECUTION
VERSION


 





		· 	the
                                         term sheet setting forth the modifications to the governance and organizational documents
                                         of OpCo and MLP (including Reorganized MLP) attached to the Transaction Term Sheet as
                                         Exhibit B (the “Governance Term Sheet”).



 


WHEREAS,
as of the date hereof, the Initial Consenting Noteholders hold, in the aggregate, approximately 74% of the aggregate outstanding
amount of the 2020 Notes.


 


WHEREAS,
the Company Parties intend to implement the MLP Transaction as set forth in the Transaction Term Sheet by commencing voluntary
cases of MLP and Ferrellgas Partners Finance Corp. under chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the “Chapter
11 Cases”) and consummating the Plan (as defined herein);


 


WHEREAS,
the Company Parties intend to implement the OpCo Transactions as set forth in the Transaction Term Sheet through the execution
and delivery of the applicable Definitive Documents and the other actions in respect of OpCo contemplated thereby and hereby,
in each case as conditions precedent to the consummation of the MLP Transaction.


 


WHEREAS,
the Parties have agreed to take certain actions in support of the Transactions on the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the covenants and agreements contained in this Agreement and for other valuable consideration,
the receipt and sufficiency of which are acknowledged, each Party, intending to be legally bound by this Agreement, agrees as
follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.1     Definitions
and Interpretations. The following terms shall have the following meanings:


 


(a)            “2020
Indenture” means that certain Indenture dated as of April 13, 2010 (as amended, modified or supplemented including
pursuant to the supplements dated April 13, 2010 and January 30, 2017) between MLP and Ferrellgas Partners Finance Corp.
(“Finance Corp.”), as Issuers, and U.S. Bank National Association, as Trustee, pursuant to which the
2020 Notes were issued.


 


(b)            “2020
Noteholder” means any holders of the 2020 Notes, solely in their capacities as such.


 


(c)            “2020
Notes” means the 8.625% Senior Notes issued by MLP and Finance Corp. due June 15, 2020.


 


(d)            “2020
Note Claims” means all Claims against MLP and Finance Corp. arising under, derived from or based upon the 2020 Indenture.





 


(e)            “Affiliate”
means, with respect to any specified Entity, any other Entity directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Entity. For purposes of this definition, “control” (including, with
correlative meanings, the terms “controlling,” “controlled by,” and “under common control with),
as used with respect to any Entity, shall mean the possession, directly or indirectly, of the right or power to direct or cause
the direction of the management or policies of such Entity, whether through the ownership of voting securities, by agreement,
or otherwise.


 






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EXECUTION
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(f)             “Agreement”
has the meaning set forth in the preamble to this Agreement and, for the avoidance of doubt, includes all the exhibits, annexes,
and schedules attached to this Agreement in accordance with Section 11.2.


 


(g)            “Agreement
Effective Date” means the date on which the conditions set forth in Section 2.1 have been satisfied or waived
in accordance with this Agreement.


 


(h)            “Agreement
Effective Period” means, with respect to a Party, the period from the Agreement Effective Date, and with respect
to any Consenting Noteholder that becomes a party hereto after the Agreement Effective Date, as of the date and time such Consenting
Noteholder executes and delivers a Joinder or Transfer Agreement in accordance with the terms hereof, to the Termination Date
applicable to that Party.


 


(i)             “Alternative
Transaction Proposal” means any inquiry, proposal, offer, bid, term sheet, discussion or agreement with respect
to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation,
dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange,
business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests
in any one or more Company Parties other than the Transactions.


 


(j)             “Avoidance
Actions” means any and all actual or potential avoidance, recovery, subordination, or other Claims, causes of action,
or remedies that may be brought by or on behalf of the Company Parties, their estates, or other parties in interest under sections
502, 510, 542,544, 545, 547 through 553, and 724(a) or other applicable sections of the Bankruptcy Code or under similar
or related local, state, federal, or foreign statutes and common law, including fraudulent transfer laws.


 


(k)            “Bankruptcy
Code” means title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended.


 


(l)            “Bankruptcy
Court” means the United States Bankruptcy Court presiding over the Chapter 11 Cases, which shall be the United States
Bankruptcy Court for the District of Delaware.


 





(m)           “Business
Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, the state of New York.


 


(n)           “Case
Facility Documents” means the Case Loan Agreement and other documentation, agreements, instruments and certificates
necessary to effectuate the incurrence of the Case Financing Loan.


 






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EXECUTION
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(o)            “Case
Loan Agreement” means that certain loan agreement by and among the Debtors and the lender thereto, the proceeds
of which will be used to pay expenses of the Debtors incurred in the Chapter 11 Cases, which loan agreement shall be acceptable
to the Required Consenting Noteholders.


 


(p)            “Case
Financing Loan” means the term loan facility to be effectuated on the terms and conditions acceptable to the Required
Consenting Noteholders.


 


(q)            “Cause
of Action” means any action, Claim, cause of action, controversy, demand, right, action, lien, indemnity, Equity
Interest, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license and franchise
of any kind or character whatsoever, whether known, unknown, contingent or noncontingent, matured or unmatured, suspected or unsuspected,
liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, in contract or
in tort, in law or in equity, or pursuant to any other theory of law.


 


(r)             “Chapter
11 Cases” has the meaning set forth in the recitals to this Agreement.


 


(s)            “Chosen
Court” means, (a) prior to the commencement of the Chapter 11 Cases, federal courts or state courts located
in New York, New York and, (b) after the commencement of the Chapter 11 Cases, if such case is commenced, in the Bankruptcy
Court with jurisdiction over such proceeding.


 


(t)            “Claim”
has the meaning ascribed to it in section 101(5) of the Bankruptcy Code.


 


(u)           “Class”
means any group of Claims or Equity Interests classified by the Plan pursuant to section 1122(a) of the Bankruptcy Code.


 


(v)           “Company
Parties” has the meaning set forth in the preamble to this Agreement.


 


(w)           “Confirmation
Order” means the confirmation order with respect to the Plan, as the same may be amended or modified in accordance
with the provisions of this Agreement.


 


(x)            “Consenting
Noteholders” has the meaning ascribed thereto in the Preamble to this Agreement.


 





(y)            “Consenting
Noteholder Advisors” means Davis Polk & Wardwell LLP, Ducera Partners, Morris, Nichols, Arsht &
Tunnell LLP and any special or local counsel retained by the Requiring Consenting Noteholders in connection with the Transactions.


 


(z)            “Consenting
Noteholder Fees and Expenses” means the reasonable and documented fees and expenses, accrued since the inception
of the respective engagements of the Consenting Noteholder Advisors, which amounts have not previously been paid by, or on behalf
of, the Company Parties and which shall be paid in accordance with the Term Sheet.


 


(aa)          “Debtors”
means MLP and Finance Corp. in their capacity as debtors and debtors-in-possession in the Chapter 11 Cases.


 






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EXECUTION
VERSION


 


(bb)         “Definitive
Documents” means all of the definitive documents implementing the Transactions, including those set forth in Section 3.1.


 


(cc)          “Disclosure
Statement” means the related disclosure statement with respect to the Plan.


 


(dd)         “Effective
Date” has the meaning set forth in the Transaction Term Sheet.


 


(ee)          “Entity”
shall have the meaning set forth in Section 101(15) of the Bankruptcy Code.


 


(ff)           “E.D.
Pa. Action” has the meaning set forth in the Transaction Term Sheet.


 


(gg)         “Equity
Interests” means any (or any class thereof) common stock, preferred stock, general or limited partnership interests
or units, limited liability company interests or units, equity security (as defined in section 101(16) of the Bankruptcy Code,
and any other equity, ownership or profit interest, options, warrants rights, stock appreciation rights, phantom stock rights,
restricted stock units, redemption rights, repurchase rights, convertible, exercisable, exchangeable or other securities or agreements
to acquire or subscribe for, or which are convertible into or based on the value of such shares (or any class thereof) of, common
stock, preferred stock, general or limited partnership interests, limited liability company interests, or other equity, ownership,
or profits interests (in each case whether or not arising under or in connection with any employment agreement).


 


(hh)         “Execution
Date” has the meaning set forth in the preamble to this Agreement.


 


(ii)            “Final
Order” means an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect
to the relevant subject matter which has: (a) not been reversed, stayed, modified or amended, as to which the time to appeal,
petition for certiorari or move for reargument, reconsideration or rehearing has expired and no appeal, petition for certiorari
or motion for reargument, reconsideration or rehearing has been timely filed; or (b) as to which any appeal, petition for
certiorari or motion for reargument, reconsideration or rehearing that has been or may be filed has been resolved by the highest
court to which the order or judgment was appealed or from which certiorari, reargument, reconsideration or rehearing was sought;
provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous
rule under the Bankruptcy Rules, may be filed relating to such order shall not prevent such order from being a Final Order.


 


(jj)            “First
Day Pleadings” means the “first day” pleadings that the Company Parties determine are necessary or desirable
to file.


 


(kk)          “Governance
Term Sheet” has the meaning set forth in the Recitals to this Agreement.


 


(ll)            “Governing
Body” means the board of directors, board of managers, manager, general partner, investment committee, special committee,
or such similar governing body of an Entity.


 






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EXECUTION
VERSION


 


(mm)        “Initial
Consenting Noteholders” has the meaning ascribed thereto in the Preamble to this Agreement.


 


(nn)         “Joinder”
means a joinder to this Agreement substantially in the form attached to this Agreement as Exhibit C.


 


(oo)         “Law”
means any federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, regulation, order, ruling,
or judgment, in each case, that is validly adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction
(including the Bankruptcy Court).


 


(pp)         “MLP
Transaction” has the meaning set forth in the Transaction Term Sheet.


 


(qq)         “Milestones”
means the milestones set forth in Article 4 hereof.


 


(rr)           “New
Class A Units” means the “Class A” common units to be issued by MLP upon consummation of the
Transactions in accordance with the Transaction Term Sheet.


 


(ss)          “New
Class B Units” means the “Class B” units to be issued by MLP upon consummation of the Transactions
in accordance with the Transaction Term Sheet.


 


(tt)           “New
OpCo Notes” means the new or additional notes that shall be issued at OpCo upon consummation of the Transactions
in accordance with the Transaction Term Sheet.


 


(uu)         “New
OpCo Notes Documents” means the documents necessary to effectuate the incurrence of the New OpCo Notes.


 


(vv)         “New
Senior Preferred Units” means the new preferred equity to be issued upon consummation of the Transactions in accordance
with the Transaction Term Sheet.





 


(ww)        “New
Revolving Credit Agreement” means the agreement necessary to effectuate the incurrence of the New Revolving Credit
Facility.


 


(xx)           “New
Revolving Credit Facility” means the credit facility that OpCo shall enter into upon consummation of the Transactions
in accordance with the Transaction Term Sheet.


 


(yy)         “New
Revolving Credit Facility Documents” means the New Revolving Credit Agreement and the other documentation, agreements,
instruments and certificates necessary to effectuate the incurrence of the New Revolving Credit Facility.


 


(zz)          “New
Organizational Documents” means the documents providing for corporate governance of Reorganized MLP, OpCo and any
other applicable Company Party, including, charters, bylaws, operating agreements, limited liability agreements, partnership agreements
or other formation, governance, or organizational documents or shareholders’ agreements, as applicable, which shall be consistent
with this Agreement, Section 1123(a)(6) of the Bankruptcy Code (as applicable), the Governance Term Sheet, and the Plan
(including the Plan Supplement), which shall also provide for the issuance of and govern, as applicable, the New Class A
Units, the New Class B Units and the New Senior Preferred Units.


 






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EXECUTION
VERSION


 


(aaa)        “OpCo
2025 Secured Notes” mean the notes issued under the OpCo 2025 Secured Notes Indenture.


 


(bbb)       “OpCo
2025 Secured Noteholder” means any holders of the OpCo 2025 Secured Notes.


 


(ccc)        “OpCo
2025 Secured Notes Indenture” means that certain indenture among Ferrellgas, L.P. and Ferrellgas Finance Corp.,
as Issuers, and Delaware Trust Company as trustee and collateral agent dated April 16, 2020.


 


(ddd)       “OpCo
2021 Unsecured Notes Indenture” means that certain indenture among Ferrellgas, L.P. and Ferrellgas Finance Corp.,
as Issuers, and U.S. Bank National Association, as trustee, dated November 24, 2010, as amended, supplemented or otherwise
modified.


 


(eee)        “OpCo
2022 Unsecured Notes Indenture” means that certain indenture among Ferrellgas, L.P. and Ferrellgas Finance Corp.,
as Issuers, and U.S. Bank National Association, as trustee, dated November 4, 2013, as amended, supplemented or otherwise
modified.


 


(fff)          “OpCo
2023 Unsecured Notes Indenture” means that certain indenture among Ferrellgas, L.P. and Ferrellgas Finance Corp.,
as Issuers, and U.S. Bank National Association, as trustee, dated June 8, 2015, as amended, supplemented or otherwise modified.


 


(ggg)       “OpCo
Unsecured Noteholder” means any holders of the OpCo Unsecured Notes.





 


(hhh)       “OpCo
Unsecured Notes” mean the notes issued under the OpCo 2021 Unsecured Notes Indenture, the OpCo 2022 Unsecured Notes
Indenture and OpCo 2023 Unsecured Notes Indenture.


 


(iii)           OpCo
Unsecured Notes Indentures” means, collectively, the OpCo 2021 Unsecured Notes Indenture, the OpCo 2022 Unsecured
Notes Indenture and the OpCo 2023 Unsecured Notes Indenture.


 


(jjj)           “OpCo
Transactions” has the meaning set forth in the Transaction Term Sheet.


 


(kkk)        “Outside
Date” has the meaning set forth in Section 4.2 hereof.


 


(lll)           “Parties”
has the meaning set forth in the preamble to this Agreement.


 


(mmm)     “Person”
means any natural person, corporation, limited liability company, professional association, limited partnership, general partnership,
joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, and any governmental authority.


 


(nnn)       “Petition
Date” means the first date either of the Debtors commences a Chapter 11 Case.


 


(ooo)       “Plan”
means the chapter 11 plan of reorganization with respect to the MLP Transaction that will effectuate the MLP Transaction on the
terms and conditions set forth in this Agreement, as the same may be amended or modified in accordance with the provisions of
this Agreement.


 






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EXECUTION
VERSION


 


(ppp)       “Plan
Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan that
will be filed by the Debtors with the Bankruptcy Court, each of which shall be consistent with this Agreement and the Transaction
Term Sheet.


 


(qqq)       Pre-Forbearance
Fees has the meaning set forth in Section 2.1 hereof.


 


(rrr)          “Qualified
Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing
ready in the ordinary course of business to purchase from customers and sell to customers 2020 Note Claims (or enter with customers
into long and short positions in 2020 Note Claims), in its capacity as a dealer or market maker in 2020 Note Claims and (b) is,
in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other
debt).


 


(sss)        “Related
Fund” means any fund, account (including separately managed account), or investment vehicle that is controlled,
managed, advised or sub-advised by a Consenting Noteholder, an Affiliate or the same investment manager, advisors or sub-advisor
as a Consenting Noteholder, or an Affiliate of such investment manager, advisor or sub-advisor.


 


(ttt)          “Related
Parties” means, with respect to the Company Parties and the Consenting Noteholders (solely in each Consenting Noteholder’s
capacity as a signatory to this Agreement), each of such party's current and former affiliates, and such party’s and such
affiliates’ current and former affiliates, directors, managers, officers, partners, principals, members, employees, equity
holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries,
agents, managed funds (including any beneficial holders for the account of whom such funds are managed), advisory board members,
financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals
(including, for the avoidance of doubt, any attorneys, investment bankers or other professionals retained by any current and former
director and manager in his or her capacity as director or manager of such person).


 


(uuu)       “Releases &
Exculpation Provisions” means the releases and exculpation provisions to be included in the Plan, which shall be
acceptable to the Required Consenting Noteholders, and shall include Debtor and Third Party releases by and for the benefit of
(a) the Consenting Noteholders and each of their Related Parties and (b) the Company Parties and each of their Related
Parties.


 


(vvv)       “Reorganized
MLP” means the reorganized Ferrellgas Partners, L.P. entity upon consummation of the Transactions.


 


(www)     “Required
Consenting Noteholders” means, on the date of determination, at least two unaffiliated Consenting Noteholders holding
greater than 50% of the aggregate amount of the outstanding 2020 Note Claims held by all Consenting Noteholders.


 






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EXECUTION
VERSION


 


(xxx)         “Restricted
Period” means the period commencing as of the date each Consenting Noteholder, as applicable, executes this Agreement
until the Termination Date, as to such Consenting Noteholder.


 


(yyy)       “Second
Day Pleadings” means the “second day” pleadings that the Company Parties determine are necessary or
desirable to file.


 


(zzz)         “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


(aaaa)      “Solicitation
Commencement Date” means the date by which MLP and Finance Corp. shall have commenced solicitation of votes to accept
or reject the Plan, which shall be prior to the Petition Date.


 


(bbbb)     “Solicitation
Materials” means the Disclosure Statement, ballots, documents, forms and all other materials provided in connection
with the solicitation of the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code, which shall be consistent with this
Agreement and the Transaction Term Sheet.


 


(cccc)      “Termination
Date” means, with respect to a Party to this Agreement, the date on which termination of this Agreement as to a
Party is effective in accordance with Section 9.1, Section 9.2, Section 9.3 or Section 9.4 hereof, as applicable.


 


(dddd)     “Termination
Event” shall have the meaning set forth in, as applicable, Section 9.1 and Section 9.2.


 


(eeee)      “Transactions”
has the meaning set forth in the Recitals.


 


(ffff)         “Transaction
Term Sheet” has the meaning set forth in the recitals to this Agreement.


 


(gggg)     “Transfer”
means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate, or otherwise encumber or dispose
of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales, or other transactions).


 


(hhhh)     “Transfer
Agreement” means an executed transfer agreement providing, among other things, that a transferee is bound by the
terms of this Agreement and substantially in the form attached to this Agreement as Exhibit B.


 


(iiii)          “Trustee”
means U.S. Bank National Association, solely in its capacity as trustee under the 2020 Notes Indenture.


 


Section 1.2     Interpretation.
For purposes of this Agreement:


 


(a)            in
the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural,
and pronouns stated in the masculine, feminine, or neutral gender shall include the masculine, feminine, and the neutral gender;


 






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EXECUTION
VERSION


 


(b)            capitalized
terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;


 


(c)            unless
otherwise specified, any reference in this Agreement to a contract, lease, instrument, release, indenture, or other agreement
or document being in a particular form or on particular terms and conditions means that such document shall be substantially in
such form or substantially on such terms and conditions;


 


(d)            unless
otherwise specified, any reference in this Agreement to an existing document, schedule, or exhibit shall mean such document, schedule,
or exhibit, as it may have been or may be amended, restated, supplemented, or otherwise modified from time to time; notwithstanding
the foregoing, any capitalized terms in this Agreement that are defined with reference to another agreement, are defined with
reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement
or amendments to such capitalized terms in any such other agreement following the date of this Agreement;


 


(e)            unless
otherwise specified in this Agreement, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period
of time prescribed or allowed herein. If any payment, distribution, act or deadline under the Plan is required to be made or performed
or occurs on a day that is not a Business Day, then the making of such payment or distribution, the performance of such act, or
the occurrence of such deadline shall be deemed to be on the next succeeding Business Day, but shall be deemed to have been completed
or to have occurred as of the required date.


 


(f)             unless
otherwise specified, all references in this Agreement to “Sections” are references to Sections of this Agreement;


 


(g)            the
words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than
to any particular portion of this Agreement;


 


(h)            captions
and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the
interpretation of this Agreement;


 


(i)             references
to “shareholders,” “directors,” and/or “officers” shall also include “members”
and/or “managers,” as applicable, as such terms are defined under the applicable limited liability company Laws;


 


(j)             the
use of “include” or “including” is without limitation, whether stated or not; and


 


(k)            the
word “or” shall not be exclusive.


 


ARTICLE 2

Effectiveness of this agreement


 


Section 2.1     Conditions
to Effectiveness. This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m. (prevailing
Eastern Time), on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied
or waived in accordance with this Agreement:


 






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EXECUTION
VERSION


 


(a)            Each
of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each
of (i) the Company Parties and (ii) the Initial Consenting Noteholders;


 





(b)            Holders
of approximately 74% of the outstanding principal amount of the 2020 Notes shall have executed and delivered counterpart signature
pages of this Agreement to counsel to each of (i) the Company Parties and (ii) the Initial Consenting Noteholders;


 


(c)            The
Company Parties shall pay all Consenting Noteholder Fees and Expenses incurred through and including the Agreement Effective Date,
other than (a) the $2,372,837.47 of fees and expenses incurred by Davis Polk & Wardwell LLP prior to and
excluding June 7, 2020 (the “Pre-Forbearance Fees”), which Pre-Forbearance Fees shall be paid in
cash on the Effective Date, and (b) $3,250,000.00 of the Ducera Partners “Transaction Fee” (as defined in Ducera
Partners engagement letter in effect as of the Agreement Effective Date), which Transaction Fee shall be payable in cash (subject
to any crediting or other arrangement set forth in the Ducera Partners engagement letter in effect as of the Agreement Effective
Date) on the Effective Date. For the avoidance of doubt, payment of the Consenting Noteholder Fees and Expenses on the Agreement
Effective Date includes payments of (i) in the case of Ducera Partners (a) unpaid monthly fees and expenses, payable
on or prior to the Agreement Effective Date of $309,805.88 and (b) $3,500,000.00, payable on the Agreement Effective Date,
(ii) in the case of Davis Polk & Wardwell LLP, no less than $1,624,799.60, and (iii) in the case of Morris,
Nichols, Arsht & Tunnell LLP, no less than $125,770.50. The Company Parties shall pay all Consenting Noteholder Fees
and Expenses incurred on and after the Agreement Effective Date on a monthly basis at least two (2) Business Days after the
receipt by the Company Parties of invoices for such fees and expenses.


 


ARTICLE 3

DEFINITIVE DOCUMENTS


 


Section 3.1     The
Definitive Documents governing the Transactions shall include the following (in each case, and any order, or amendment or modification
of any order, entered by the Bankruptcy Court related to the below items):


 


(a)            The
New Organizational Documents;


 


(b)            The
First Day Pleadings and Second Day Pleadings and all orders sought pursuant thereto;


 


(c)            The
Plan (and all exhibits, ballots, solicitation procedures, and other documents and instruments related thereto), including any
“Definitive Documentation” as defined therein and not explicitly so defined herein;


 


(d)            The
Plan Supplement and all documents, annexes, exhibits, schedules contained therein, including any schedules of rejected contracts;


 






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EXECUTION
VERSION


 


(e)            The
Disclosure Statement and the Solicitation Materials;


 





(f)            The
order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials (which may also be the Confirmation
Order);


 


(g)           The
Confirmation Order and pleadings in support of entry of the Confirmation Order;


 


(h)           This
Agreement, the Transaction Term Sheet attached hereto and all other exhibits to this Agreement or the Transaction Term Sheet;


 


(i)             The
New OpCo Notes Documents;


 


(j)             The
New Revolving Credit Agreement;


 


(k)            Any
marketing materials for the New OpCo Notes, New Senior Preferred Units and the New Revolving Credit Facility;


 


(l)             Any
other material agreements, motions, pleadings, briefs, applications, orders and other filings with the Bankruptcy Court related
to the Transactions; and


 


(m)           The
Case Loan Agreement and the other Case Facility Documents.


 


Section 3.2     The
Definitive Documents that are not executed or in a form attached to this Agreement as of the Execution Date remain subject to
negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification,
letter, or instrument related to the Transactions shall contain terms, conditions, representations, warranties, and covenants
not inconsistent with the terms of this Agreement, as they may be modified, amended, or supplemented in accordance with Article 10.
All Definitive Documents shall be in form and substance acceptable to the Required Consenting Noteholders.


 


ARTICLE 4

milestones


 


Section 4.1     The
following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required
Consenting Noteholders:


 


(a)            Restructuring
Milestones:


 


(i)            This
Agreement shall be executed no later than December 10, 2020 (the “TSA Effective Date”);


 


(ii)           Subject
to ‎Section 11.23, execution of this Agreement shall be publicly announced and filed with the U.S. Securities and Exchange
Commission no later than the date that is four (4) business days after the TSA Effective Date (no later than December 16,
2020);


 






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EXECUTION
VERSION


 


(iii)         The
Company Parties shall have obtained binding commitments for the Case Financing Loan no later than one day prior to the Solicitation
Commencement Date (no later than December 18, 2020);


 


(iv)         The
Solicitation Commencement Date shall have occurred on or before December 21, 2020);


 


(v)          The
Chapter 11 Cases shall be filed on or before January 11, 2021;


 


(vi)         The
Plan, the Disclosure Statement, and a motion seeking approval thereof shall be filed no later than the date that is one (1) Business
Day after the Petition Date;


 


(vii)        Interim
and other “first day” orders shall be entered no later than the date that is three (3) business days after the
Petition Date;


 


(viii)        “Second
day orders” and other orders on a final basis, if any, shall be entered no later than the date that is thirty (30) calendar
days after the Petition Date;


 


(ix)          The
Plan Supplement shall be filed no later than seven (7) days prior to the deadline to object to confirmation of the Plan;


 


(x)           An
order approving the Disclosure Statement (which may be combined with the order confirming the Plan) shall be entered no later
than the date that is forty-five (45) calendar days after the Petition Date;


 


(xi)          An
order confirming the Plan shall be entered no later than the date that is forty-five (45) calendar days after the Petition Date
(the “Confirmation Date”); and


 


(xii)         The
Effective Date shall occur no later than April 4, 2021.


 


(b)            Financing
Milestones:


 


(i)            No
later than December 11, 2020, the Company shall provide the Consenting Noteholders Advisors with an initial presentation
for the marketing and sale of the New Senior Preferred Units;


 


(ii)           The
marketing process for the New Senior Preferred Units shall be commenced no later than December 11, 2020;


 


(iii)          No
later than December 21, 2020, the Company shall provide the Consenting Noteholder Advisors with access to an electronic dataroom;


 


(iv)         The
Company Parties shall provide the Consenting Noteholders’ advisors with indications of interest no later than January 15,
2021;


 






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EXECUTION
VERSION


 





(v)          The
Company Parties shall obtain a binding commitment for the New Revolving Credit Facility no later than March 1, 2021;


 


(vi)         The
Company Parties shall execute a binding term sheet reflecting a minimum issuance amount (to be agreed) for the New OpCo Notes
no later than March 1, 2021;


 


(vii)        The
Company Parties shall execute a binding term sheet reflecting a minimum purchase amount (to be agreed) for the New Senior Preferred
Units no later than March 1, 2021;


 


(viii)       To
the extent required by the OpCo Unsecured Notes Indentures, the Company Parties shall have sent a notice of redemption to the
OpCo Unsecured Noteholders or the relevant trustees, as applicable, no later than March 5, 2021; and


 


(ix)          The
issuance of the New Senior Preferred Units and the New OpCo Notes shall be consummated, the New Revolving Credit Agreement and
the New Organizational Documents shall be effective, no later than April 4, 2021.


 


Section 4.2     Outside
Date. With respect to the milestones set forth in Section 4.1, the Company Parties and the Required Consenting Noteholders
may not extend any such milestones beyond April 30, 2021 (the “Outside Date”), without the consent
of each Consenting Noteholder; provided, that a Consenting Noteholder who has not agreed to an extension of the Outside
Date that has been consented to by the Required Consenting Noteholders in accordance with ‎Section 9.4 hereof may terminate
this Agreement as a result of such failure to satisfy the Outside Date with respect to itself; provided, further that any
termination of this Agreement by Consenting Noteholders not constituting Required Consenting Noteholders, as a result of a failure
to satisfy the Outside Date or otherwise shall only be effective with respect to such Consenting Noteholders.


 


ARTICLE 5

Commitments of consenting noteholders


 


Section 5.1     Affirmative
Commitments. During the Agreement Effective Period, each Consenting Noteholder severally, and not jointly, agrees in respect
of all of its 2020 Note Claims to:


 


(a)            Support
the Transactions and vote and exercise any powers or rights available to it (including in any creditors’ meeting or in any
process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring
approval to the extent necessary to implement the Transactions;


 


(b)            Give
any notice, order, instruction, or direction to the Trustee necessary to give effect to the Transactions;


 





(c)            Negotiate
in good faith any appropriate additional or alternative provisions or agreements necessary to address any legal, financial, or
structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation
of the Transactions in accordance with this Agreement and the Plan; and


 






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EXECUTION
VERSION


 


(d)            Negotiate
in good faith upon reasonable request of any other Party any modifications to the Transactions that improve the tax efficiency
of the Transactions or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the
consummation of the Transactions, in each case to the extent such modifications can be implemented without any adverse effect
on such Consenting Noteholder or the Reorganized MLP.


 


Section 5.2     Negative
Commitments. During the Agreement Effective Period, each Consenting Noteholder severally, and not jointly, agrees in respect
of all of its 2020 Note Claims that it shall not, directly or indirectly, and shall not direct any other Entity to:


 


(a)            Object
to, delay, impede, or take (directly or indirectly) any other action to interfere with acceptance, implementation, or consummation
of the Transactions;


 


(b)            Knowingly
pursue, propose, file, support, solicit support for or vote for any Alternative Transaction Proposal;


 


(c)            Exercise,
take (directly or indirectly) or direct the Trustee to take, any action to enforce or any right or remedy for enforcement, collection,
or recovery of any of the 2020 Note Claims, including rights or remedies arising from or asserting or bringing any claims under
or with respect to the 2020 Note Claims other than as otherwise permitted under this Agreement; or


 


(d)            Initiate,
or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement, the Transactions contemplated
in this Agreement, the 2020 Notes, or the Indenture against the Company Parties or the Parties other than enforce this Agreement
or any Definitive Document or as otherwise permitted under this Agreement.


 


Section 5.3     Forbearance.


 


(a)            Each
Consenting Noteholder (severally and not jointly), solely for the duration of the Agreement Effective Period, hereby forbears
from taking action with respect to any default or event of default by the Company Parties under the 2020 Indenture which arises
or may arise, subject to any applicable cure or grace periods under the 2020 Indenture, solely as a result or in respect of (A) the
failure to make payments of the principal due on the 2020 Notes at their maturity, June 15, 2020, and (B) the specific
actions or transactions required by or undertaken pursuant to this Agreement (but excluding, for the avoidance of doubt, any breach
of this Agreement or any other Definitive Document); provided, that any applicable default interest in respect of the 2020
Notes shall continue to accrue until the occurrence of the Effective Date.


 





(b)            Except
to the extent set forth in this Agreement, the foregoing forbearance shall not be construed to impair the ability of the Consenting
Noteholders or the Trustee to take any remedial action, without requirement for any notice, demand, or presentment of any kind,
at any time after the expiration or termination of the Agreement Effective Period, and, except as expressly provided herein or
in the Plan (to the extent it is in effect), shall not restrict, impair, or otherwise affect the exercise of the Consenting Noteholders’
rights under this Agreement, any other Definitive Documents, or the Consenting Noteholders’ or the Trustee’s rights
under the 2020 Indenture. Nothing contained in this Agreement shall be deemed to obligate any Consenting Noteholder to enter into
any other forbearance agreements or to waive any defaults or events of default, except to the extent expressly provided for herein.
Nothing contained herein is intended, or shall be deemed or construed to establish a custom or course of dealing between any of
the Company Parties, on the one hand, and any Consenting Noteholder, on the other hand.


 






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EXECUTION VERSION


 


(c)            Except
to the extent set forth in this Agreement, the forbearance set forth in this Section 5.3 shall not by implication or otherwise
limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Consenting Noteholders and shall not,
except as expressly set forth herein, alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants,
or agreements contained in the 2020 Indenture or any other provision of the 2020 Indenture, all of which are ratified and affirmed
in all respects and shall continue in full force and effect. The forbearance set forth in this Section 5.3 shall not bar any
Consenting Noteholder from making any filing or otherwise taking action to assert or establish the amount of its Claim in any insolvency
proceeding. If the transactions contemplated hereby are not consummated or if this Agreement is terminated for any reason, the
Parties fully reserve any and all of their rights.


 


(d)            Each
of the Parties hereto hereby agrees that the running of all statutes of limitation and the doctrine of laches applicable to all
claims or causes of action that (A) the Consenting Noteholders may be entitled to take or bring in order to enforce their
rights and remedies against the Company Parties and (B) the Company Parties may be entitled to take or bring in order to enforce
their rights with respect to the Consenting Noteholders are, to the fullest extent permitted by law, tolled and suspended during
the Agreement Effective Period.


 


Section 5.4     Commitments
with Respect to the Chapter 11 Cases. In connection with the Chapter 11 Cases, each Consenting Noteholder severally, and not
jointly, agrees in respect of all of its 2020 Note Claims that:


 


(a)            During
the Agreement Effective Period, each Consenting Noteholder that is entitled to vote to accept or reject the Plan pursuant to its
terms, severally, and not jointly, agrees that it shall, subject to receipt by such Consenting Noteholder, whether before or after
the commencement of the Chapter 11 Cases, of the Solicitation Materials:


 


		(i)	Vote each of its 2020 Note Claims to accept the Plan by delivering its duly executed and completed
ballot accepting the Plan on a timely basis following the commencement of
the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot;






 


		(ii)	Support the Releases & Exculpation Provisions, which provisions shall be in form and substance
acceptable to the Required Consenting Noteholders;



 


		(iii)	To the extent it is permitted to elect whether to opt in or opt out of the releases set forth in
the Plan, as applicable, either opt in or elect not to opt out of the releases set forth in the Plan by timely delivering its duly
executed and completed ballot(s) indicating that it either opts in or does not opt out of the releases;



 


		(iv)	Not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked)
any vote or election referred to in clauses (a)(i) and (a)(iii) above; provided, however, such vote may
be changed, withdrawn, amended or revoked (and, upon such revocation, deemed ineffective and void ab initio), by such Consenting
Noteholder at any time following the expiration or termination of the Agreement Effective Period (it being understood that the
termination of the Agreement Effective Period shall entitle each Consenting Noteholder to change its vote in accordance with section
1127(d) of the Bankruptcy Code, and the Solicitation Materials with respect to the Plan shall be consistent with this proviso);
and



 






    - 16 -


     


    

 


EXECUTION VERSION


  


		(v)	Not directly or indirectly, through any Person, seek, solicit, propose, support, assist, engage
in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative Transaction
Proposal or object to or take any other action that would reasonably be expected to prevent, interfere with, delay, or impede the
solicitation, approval of the Disclosure Statement, or the confirmation and consummation of the Plan and the Transactions.



 


(b)            Not
file any motion, pleading or other document with the Bankruptcy Court or any other court (including any modifications or amendments
thereof) that, in whole or in part, is not consistent with this Agreement or the Plan; or


 


(c)            Not
object to, delay, impede or take any other action to interfere with the MLP’s ownership and possession of its assets, wherever
located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code.


 


(d)            Subject
to Section 5.5 hereof, during the Agreement Effective Period, each Consenting Noteholder, in respect of each of its 2020
Note Claims, severally, and not jointly, will support, and will not directly or indirectly object to, delay, impede, or take
any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy
Court that is not inconsistent with this Agreement subject in each case to the consent rights set forth herein.


 


Section 5.5     Additional
Provisions Regarding the Consenting Noteholders Commitments. Notwithstanding anything contained in this Agreement, nothing
in this Agreement shall:


 


(a)            Impair
or waive the rights of any Consenting Noteholders to appear as a party in interest in any matter to be adjudicated in any court
of competent jurisdiction, including the Bankruptcy Court, so long as such appearance and the positions advocated in connection
therewith are not inconsistent with this Agreement or for the purpose of delaying, interfering, impeding, or taking any other action
to delay, interfere or impede, directly or indirectly, the Transactions;


 


(b)            Limit
or impair the ability of a Consenting Noteholder to purchase, Transfer or enter into any transactions regarding its 2020 Note Claims
or other claims or interests in the Company Parties, subject in the case of 2020 Note Claims to the terms hereof, including, for
the avoidance of doubt, Article 7 hereof;


 


(c)            Affect
the ability of any Consenting Noteholder to consult with the Company Parties or any other party in interest in any applicable proceeding
so long as, in the case of consultation with any party in interest, the appearance, and positions advocated in connection therewith
are not inconsistent with this Agreement or for the purpose of delaying, interfering, impeding, or taking any other action to delay,
interfere or impede, directly or indirectly, the Transactions;


 






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EXECUTION VERSION


  


(d)            Impair
or waive the rights of any Consenting Noteholder to assert or raise any objection permitted under this Agreement in connection
with the Transactions;


 


(e)            Prevent
any Consenting Noteholder from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is
inconsistent with, this Agreement;


 


(f)             Prevent
any Consenting Noteholder from enforcing or exercising any rights, remedies, conditions, consents or approval requirements under
any of the Definitive Documents; or


 


(g)            Obligate
a Consenting Noteholder to deliver a vote to support the Plan or prohibit a Consenting Noteholder from withdrawing such vote,
in each case from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective
Date); provided that upon the Termination Date as to a Consenting Noteholder (other than a Termination Date as a result of the
occurrence of the Effective Date), such Consenting Noteholder’s vote shall automatically be deemed void ab initio
and such Consenting Noteholder shall have a reasonable opportunity to cast a vote.





 


Section 5.6     Limitation
on Consenting Noteholders Commitments. Notwithstanding any other provision of this Agreement to the contrary, including this
Article 5, nothing in this Agreement shall require any Consenting Noteholder to incur, assume, become liable for any expenses,
liabilities or other obligations, or to commence litigation or agree to any commitments, undertakings, concessions, indemnities,
or other arrangements to such Consenting Noteholder that could result in expenses, liabilities, or other obligations to such Consenting
Noteholder, and the commitments contained in this Article 5 shall be several, and not joint, with respect to each Consenting
Noteholder..


 


ARTICLE 6

COMMITMENTS OF THE COMPANY PARTIES


 


Section 6.1     Affirmative
Commitments. Except as set forth in Section 6.4, during the Agreement Effective Period, each of the Company Parties agrees
to:


 


(a)            Support,
act in good faith and take all steps reasonably necessary and desirable to implement and consummate the Transactions in accordance
with this Agreement;


 


(b)            To
the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions
contemplated in this Agreement, support and take all steps reasonably necessary and desirable to address any such impediment;


 


(c)            Use
commercially reasonable efforts to obtain any and all necessary or required governmental, regulatory and/or third-party approvals
and consents for the implementation or consummation for the Transactions;


 






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EXECUTION VERSION


 


(d)            Negotiate
in good faith and use commercially reasonable efforts to finalize, execute and deliver the Definitive Documents and any other required
agreements to effectuate and consummate the Transactions, as contemplated by this Agreement;


 


(e)            Provide
counsel for the Consenting Noteholders a reasonable opportunity (which, to the extent reasonably practicable, shall be no less
than two (2) Business Days) to review draft copies of all Definitive Documents that the Company Parties intend to file with
the Bankruptcy Court;


 


(f)             Actively
oppose and object to the efforts of any person seeking to object to, delay, impede, or take any other action to interfere with
the acceptance, implementation, or consummation of the Transactions (including, if applicable, the filing of timely filed objections
or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation
of the Transactions;


 


(g)            Consult
and negotiate in good faith with the Consenting Noteholders and their advisors regarding the preparation and execution of the Definitive
Documents and the implementation of the Transactions;





 


(h)            Comply
with all Milestones;


 


(i)             Inform
the Consenting Noteholder Advisors as soon as reasonably practicable after becoming aware of (i) any matter or circumstance
which they know, or have reason to believe, to be a material impediment to the implementation or consummation of the Transactions,
(ii) any notice of any commencement of any material involuntary insolvency proceeding, legal suit for payment of debt or securement
of security from or by any person in respect of any Company Party; (iii) a breach of this Agreement (including a breach by
any Company Party); (iv) any representation or statement made by them under this Agreement which is or proves to have been
incorrect or misleading in any material respect when made; (v) the initiation, institution or commencement of any material
proceeding by a Governmental Authority or other Person (or communications indicating that the same may be contemplated or threatened)
(x) involving any of the Company Parties or any of their respective current officers, employees, managers, directors,
members or equity holders (in their capacities as such), or (y) challenging the validity of the transactions contemplated
by this Agreement or any other Definitive Document or seeking to enjoin, restrain or prohibit this Agreement or any other Definitive
Document or the consummation of the transactions contemplated hereby or thereby; (vi) the happening or existence of any event
that shall have made any of the conditions precedent to any Party’s obligations set forth in (or to be set forth in) the
Transaction Term Sheet, the Plan or any of the other Definitive Documents, incapable of being satisfied so as to permit consummation
of the Transactions prior to the Outside Date; or (vii) the occurrence of a Termination Event;


 


(j)             Use
commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdictions in which they
are incorporated or organized;


 


(k)            Upon
reasonable request of the Consenting Noteholders (which, in each case, may be through the Consenting Noteholder Advisors), as applicable,
use commercially reasonable efforts to inform the Consenting Noteholder as to: (i) the material business and financial (including
liquidity) performance of the Company Parties; (ii) the status and progress of the Transactions, including progress in relation
to the negotiations of the Definitive Documents; and (iii) the status of obtaining any necessary or desirable authorizations
(including any consents) from each Consenting Noteholder, any competent judicial body, governmental authority, banking, taxation,
supervisory, or regulatory body or any stock exchange;


 






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EXECUTION VERSION


 


(l)             Negotiate
in good faith upon reasonable request of any Party any modifications to the Transactions that improve tax efficiency of the Transactions
or are otherwise necessary to address any legal, financial, or structural impediment that may prevent the consummation of the Transaction,
in each case to the extent such modifications can be implemented without any adverse effect on such Company Party;


 


(m)           Use
commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders to the
extent reasonably prudent and, to the extent the Company Parties receive any Joinders or Transfer Agreements, to
notify the Consenting Noteholders Advisors and Consenting Noteholders of such Joinders and Transfer Agreements; and


 


(n)            Promptly
pay the Consenting Noteholder Fees and Expenses in accordance with this Agreement on a monthly basis and within five (5) Business
Days of receipt of invoices thereof, which invoices may be in summary form and shall not be required to contain time detail.


 


Section 6.2     Negative
Commitments. Except as set forth in Section 6.4, during the Agreement Effective Period, each of the Company Parties shall
not directly or indirectly:


 


(a)            Commence
a bankruptcy case with respect to OpCo or any Company Party other than MLP or Finance Corp.;


 


(b)            Object
to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Transactions;


 


(c)            Take
any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and
consummation of the Transactions described in, this Agreement or the Definitive Documents;


 


(d)            File
any motion, pleading or other document with the Bankruptcy Court or any other court (including any modifications or amendments
thereof) that, in whole or in part, is materially inconsistent with this Agreement, the Plan or the Definitive Documents;


 


(e)            Amend,
alter, supplement, restate or otherwise modify any Definitive Document, in whole or in part, in a manner that is materially inconsistent
with this Agreement or the Transactions;


 


(f)            (i) operate
its business outside the ordinary course, taking into account the Transactions or (ii) other than the Transactions or any
activities contemplated or required in connection with the Transactions, engage in any material merger, consolidation, disposition,
acquisition, investment, dividend, incurrence of indebtedness or other similar transaction or transfer any asset or right of the
Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary
course of business, in each of cases (i) and (ii) and without the consent of the Required Consenting Noteholders, which
consent shall not be unreasonably withheld;


 






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EXECUTION VERSION


  


(g)            Except
to the extent required by this Agreement or otherwise required to consummate the Transactions, make or change any tax
election, change any income allocation under a Definitive Document, change any annual tax accounting period, adopt or change
any method of tax accounting, file any amended tax return, enter into any closing agreement, settle any tax claim or
assessment, surrender any right to claim a tax refund, offset or other reduction in tax liability or consent to any extension
or waiver of the limitation period applicable to any tax claim or assessment, in each case without the reasonable
consent of the Required Consenting Noteholders, which consent shall not be unreasonably withheld;


 


(h)            Amend
or propose to amend any of their respective organizational documents other than in connection with the (i) commencement of
the Chapter 11 Cases or (ii) the consummation of the Transactions, in each of cases (i) and (ii) solely pursuant
to this Agreement;


 


(i)             Directly
or indirectly solicit, through any Person, seek, propose, support, assist, engage in negotiations in connection with or participate
in the formulation, preparation, filing, or prosecution of any Alternative Transaction Proposal without the consent of the Required
Consenting Noteholders, subject to Section 6.4;


 


(j)             Other
than (i) as expressly contemplated by this Agreement, (ii) in connection with a dissolution or the winding up of any
Company Party or a similar transaction, or (iii) in the ordinary course of business, take any action contemplated by Section 6.2(g);
or


 


(k)            With
respect to MLP, incur any debt without the consent of the Required Consenting Noteholders.


 


Section 6.3     Commitments
with Respect to the Chapter 11 Cases. Except as set forth in Section 6.4, in the event the Chapter 11 Cases are commenced
and during the Agreement Effective Period, MLP and Finance Corp. agree to:


 


(a)            Timely
file a formal objection to any motion filed with the Bankruptcy Court by any Person seeking the entry of an order (i) directing
the appointment of an examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy
Code) or a trustee, (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing
the Chapter 11 Cases, (iv) modifying or terminating the Debtors’ exclusive right to file and solicit acceptances of
a plan of reorganization or (v) for relief that (A) is inconsistent with this Agreement in any respect or (B) would,
or would reasonably be expected to, frustrate the purposes of this Agreement, including by preventing the consummation of the Transactions;
and


 


(b)            Timely
file a formal objection to any motion, application, or adversary proceeding challenging the validity, enforceability, perfection,
or priority of, or seeking avoidance or subordination of, any portion of the claims of the Consenting Noteholders.


 






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EXECUTION VERSION


 


Section 6.4     Additional
Provisions Regarding Company Parties’ Commitments.


 


(a)            Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the Governing Body of
a Company Party to take or refrain from taking any action (including termination of this Agreement under Article 9) to
the extent such Company Party or the Governing Body of a Company Party determines, based on the advice of counsel, that
taking or refraining from taking such action, as applicable, would be inconsistent with applicable Law or its fiduciary
and/or contractual obligations under Section 6.10(d) of the Fifth Amended and Restated Agreement of Limited
Partnership of Ferrellgas Partners, L.P. dated as of June 5, 2018 or the Third Amended and Restated Agreement of Limited
Partnership of Ferrellgas, L.P. dated April 7, 2004 (collectively, the “LP Agreements”); provided,
however, that the foregoing shall not be deemed to amend, supplement, or otherwise modify, or constitute a waiver
of, any termination rights of the Consenting Noteholders under this Agreement that may arise as a result of any such action
or inaction. This Section 6.4(a) shall not impede any Party’s right to terminate this Agreement pursuant to
Article 9, including, for the avoidance of doubt, the Consenting Noteholders’ rights to terminate in accordance
with Section 9.1.


 








(b)            Notwithstanding
anything to the contrary in this Agreement, upon receipt of an Alternative Transaction Proposal, each Company Party and their respective
directors, managers, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives
(including any Governing Body members) shall have the right to consider, consistent with their fiduciary or contractual duties
under Section 6.10(d) of the LP Agreements, as applicable, such Alternative Transaction Proposal; provided that
if any Company Party receives an Alternative Transaction Proposal, then such Company Party shall (A) within three (3) calendar
days of receiving such proposal, notify the Consenting Noteholder Advisors of the receipt of such proposal and deliver a copy of
such proposal to the Consenting Noteholder Advisors; (B) provide the Consenting Noteholder Advisors with regular updates as
to the status and progress of such Alternative Transaction Proposal; and (C) use commercially reasonable efforts to respond
promptly to reasonable information requests and questions from Consenting Noteholder Advisors relating to such Alternative Transaction
Proposal. If the Company Parties decide to file, support, make a written proposal or counterproposal to any party relating to an
Alternative Transaction Proposal, the Company Parties shall provide notice to the Consenting Noteholder Advisors at least two (2) Business
Days prior to taking any such action. Upon receipt of such notice, the Required Consenting Noteholders shall have the right to
terminate this Agreement pursuant to Section 9.1(q) of this Agreement.


 


(c)            Nothing
in this Agreement shall: (i) impair or waive the rights of any Company Party to assert or raise any objection permitted under
this Agreement in connection with the implementation of the Transactions; (ii) affect the ability of any Company Party to
consult with any Consenting Noteholders; or (iii) prevent any Company Party from enforcing this Agreement or contesting whether
any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.


 


(d)            The
financial advisor to the Company Parties will provide to the Consenting Noteholder Advisors, on a bi-weekly basis, a redacted list
of each institution that has been contacted, each institution’s status as to signing a non-disclosure agreement and conducting
due diligence and expectations as to whether such institution intends to submit an indication of interest in each case with respect
to the marketing processes for the New Senior Preferred Units, the New OpCo Notes, the New Revolving Credit Facility, and any other
marketing and/or solicitation process conducted by any Company Party or any of their advisors in connection with any component
of the Transactions; provided, that the Company Parties and their advisors will host a weekly update conference call for
the Consenting Noteholder Advisors to provide updates related to the aforementioned items.


 






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EXECUTION VERSION


 


ARTICLE 7

TRANSFER OF 2020 Note Claims


 


Section 7.1     Except
solely to the extent provided in Section 7.2 or Section 7.4 of this Agreement, this Agreement shall not limit, restrict,
or otherwise affect in any way a Party’s right, authority, or power to Transfer any 2020 Note Claims, including any right,
title, or interest in a 2020 Note Claim.


 


Section 7.2     Transfer
Restrictions. During the Restricted Period, and subject to the terms and conditions of this Agreement, each Party agrees, solely
with respect to itself, as expressly identified and limited on its signature page or Joinder or Transfer Agreement, and not
in any other manner or with respect to any affiliates, not to Transfer any right, title, or interest in a 2020 Note Claim, unless
(a) the Transferee is a Party to this Agreement or (b) if the Transferee is not already a Party to this Agreement, the
Transferee agrees in writing to be bound by the terms of this Agreement by executing a Transfer Agreement in the form attached
to this Agreement by the date of that Transfer. Any Transfer in violation of this Section 7.2 or Section 7.4 shall be
void ab initio. The Transferee shall use commercially reasonable efforts to promptly provide notice of any Transfer made
pursuant to this Section 7.2, including the amount and type of 2020 Note Claims transferred, to counsel to the Company Parties.


 


Section 7.3     General
Exception. Notwithstanding anything in this Agreement to the contrary, this Article 7 shall not apply to the grant of
any lien or encumbrance on any right, title, or interest in a 2020 Note Claim in favor of a bank or broker-dealer holding custody
of any such right, title, or interest in the 2020 Note Claim in the ordinary course of business that is released upon the Transfer
of any such right, title, or interest.


 


Section 7.4     Qualified
Marketmaker Exceptions.


 


(a)            Notwithstanding
Section 7.2, a Consenting Noteholder may Transfer any right, title, or interest in its 2020 Note Claims to an entity that
is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker execute a Transfer
Agreement or be a Party to this Agreement, on the condition that any subsequent Transfer by such Qualified Marketmaker of the right,
title or interest in such 2020 Note Claim is to a Transferee that (A) is a Party to this Agreement at the time of such Transfer
or (B) becomes a Party to this Agreement on or before the date of such Transfer by executing a Transfer Agreement pursuant
to Section 7.2(b). The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable
efforts to promptly provide notice of any Transfer made pursuant to this Section 7.4(a), including the amount and type of
2020 Note Claims transferred, to counsel to the Company Parties.


 






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EXECUTION VERSION


 


(b)            Notwithstanding
Section 7.4(a), a Qualified Marketmaker may Transfer any right, title, or interest in any 2020 Note Claims that it
acquires from a Party to this Agreement to another Qualified Marketmaker (the “Transferee Qualified
Marketmaker”) without the requirement that the Transferee Qualified Marketmaker execute a Transfer
Agreement or be a Party to this Agreement, on the condition that any subsequent Transfer by such Transferee Qualified
Marketmaker of the right, title, or interest in such 2020 Note Claims is to a Transferee that (A) is a Party to this
agreement at the time of such Transfer or (B) becomes a Party to this Agreement by the date of settlement of such
Transfer by executing a Transfer Agreement pursuant to Section 7.5. The Transferee (but not, for the avoidance of doubt,
a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant
to this Section 7.4(b), including the amount and type of 2020 Note Claims transferred, to counsel to the Company
Parties.





 


(c)            At
the time of a Transfer by any Party to this Agreement of any 2020 Note Claims to the Qualified Marketmaker:


 


i.            if
such 2020 Note Claims may be voted in favor of the Plan, the Party transferring its 2020 Note Claims must first vote such 2020
Note Claims in accordance with the requirements of this Agreement; and


 


ii.           to
the extent that a Qualified Marketmaker that is not otherwise a Party to this Agreement is eligible and entitled to vote the 2020
Note Claims acquired pursuant to Section 7.4(a) above, is not otherwise precluded from voting such 2020 Note Claims in
favor of the Plan, and receives a separate ballot for such 2020 Note Claims, such Qualified Marketmaker shall, before the expiration
of the Plan voting deadline established by the Bankruptcy Court, vote such 2020 Note Claims in favor of the Plan as contemplated
hereunder.


 


(d)            Notwithstanding
Section 7.2, to the extent that a Party to this Agreement is acting in its capacity as a Qualified Marketmaker, it may Transfer
any right, title or interest in any 2020 Note Claim that the Qualified Marketmaker acquires from a holder of such 2020 Note Claims
that is not a Party to this Agreement without the requirement that the transferee execute a Transfer Agreement or be a Party hereto.


 


Section 7.5     Transfer
Agreement.


 


(a)            A
Transferee that becomes a Party to this Agreement as provided in Section 7.2(b) shall deliver a copy of the executed
Transfer Agreement to counsel for the Company Parties in accordance with Section 11.10 of this Agreement within three (3) Business
Days after the date of the Transfer, so long as such Transfer Agreement was executed in accordance with this Agreement; provided,
however, failure to deliver a copy of such Transfer Agreement after the execution thereof by the Parties shall not affect
the Party’s or Transferee’s obligation under this Agreement with respect to such 2020 Note Claims or render the Transfer
void ab initio with respect to such 2020 Note Claims. The Transfer Agreement shall be treated as confidential information
and shall not be disclosed without prior written consent of the Transferee.


 






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EXECUTION VERSION


 


Section 7.6     Effect
of Delivery of Transfer Agreement. By executing and delivering a Transfer Agreement as provided under Section 7.2(b),
a Transferee:





 


(a)            Becomes
and shall be treated for all purposes under this Agreement as a Party to this Agreement with respect to the Transferred 2020 Note
Claims and with respect to all other 2020 Note Claims that the Transferee holds and subsequently acquires, subject to Section 7.3
and Section 7.4(c);


  


(b)            Agrees
to be bound by all of the terms of this Agreement (as such terms may be amended from time to time in accordance with the terms
hereof); and


 


(c)            Is
deemed, without further action, to make to the other Parties hereto the representations and warranties that the Parties to this
Agreement make in Section 8.1 of this Agreement, in each case as of the date of the Transfer Agreement.


 


Section 7.7     Effect
of Transfer; No Liability. A Party of this Agreement that Transfers any right, title, or interest in any 2020 Note Claims in
accordance with the terms of this Article 7 shall (a) be deemed to relinquish its rights and be released from its obligations
under this Agreement solely to the extent of such Transferred 2020 Note Claims and (b) not be liable to any party to this
Agreement for the failure of the Transferee, whether or not a Qualified Marketmaker, to comply with the terms and conditions of
this Agreement.


 


Section 7.8     Additional
Claims. This Agreement shall not limit, restrict, or otherwise affect in any way a Party’s right, authority, or power
to acquire any 2020 Note Claims in addition to the Party’s 2020 Note Claims and such acquired claims shall automatically
and immediately upon acquisition by a Party be deemed to be subject to the terms of this Agreement (regardless of when or whether
notice of such acquisition is given to counsel to the Company Parties, as described below), except as set forth in Section 7.4
above. During the Restricted Period, upon the written request of the Company Parties, a Party to this Agreement that acquires additional
2020 Note Claims from an entity that is not a Party to this Agreement shall deliver a current list of its 2020 Note Claims to counsel
for the Company Parties within five (5) Business Days after the receipt of such request, and such list shall be treated as
confidential information and shall not be disclosed without prior written consent of such Party to this Agreement.


 


Section 7.9     Exception
for Pending Trades. Notwithstanding anything to the contrary herein, a claim Transferred to or by a Party to this Agreement
prior to the Agreement Effective Date and that is an open trade on the Agreement Effective Date shall not be subject to, or bound
by, the terms and conditions of this Agreement (it being understood that such claim so Transferred to and held by a Party to this
agreement for its own account (i.e., not as part of a short transaction, or to be Transferred by the Party under an open
trade or any other transaction entered into by such Party prior to, and pending as of the date of, such Party’s entry into
this Agreement) shall be subject to the terms of this Agreement as provided in Section 7.7.


 


Section 7.10     Signature
Page Limitation. The Parties understand that the Parties may be engaged in a wide range of financial services and
businesses and, in furtherance of the foregoing, the Parties acknowledge and agree that, to the extent a Party expressly
indicates on its signature page hereto or on a Joinder that it is executing this Agreement solely on behalf of a
specific trading desk(s) and/or business group(s) of the Party, the obligations set forth in this Agreement shall
apply only to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk, business
group or affiliate of the Party unless they separately become a party hereto.


 






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EXECUTION VERSION


 


ARTICLE 8

Representations and warranties


 


Section 8.1     Representations
and Warranties of Consenting Noteholders. Each Consenting Noteholder severally, and not jointly, represents and warrants that,
as of the date such Consenting Noteholder executes and delivers this Agreement and as of the Agreement Effective Date:


 


(a)            it
is the beneficial or record owner of the aggregate principal amount of the 2020 Note Claims or is the nominee, investment manager,
or advisor for beneficial holders of the 2020 Note Claims reflected in, and, having made reasonable inquiry, is not the beneficial
or record owner of any 2020 Note Claims other than those reflected in, such Consenting Noteholder’s signature page to
this Agreement or a Transfer Agreement, as applicable (as may be updated pursuant to Article 7);


 


(b)            it
has the full power and authority to act on behalf of, vote and consent to matters concerning, such 2020 Note Claims;


 


(c)            such
2020 Note Claims are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction,
right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect
in any way such Consenting Noteholder’s ability to perform any of its obligations under this Agreement at the time such obligations
are required to be performed;


 


(d)            it
has reviewed, or had the opportunity to review, with the assistance of professional and legal advisors of its choosing, all information
it deems necessary and appropriate for it to evaluate the financial risks inherent in the Transactions and accept the terms of
this Agreement;


 


(e)            it
has knowledge and experience in financial and business matters of this type that it is capable of evaluating the merits and risks
of entering into this Agreement and of making an informed investment decision, and has conducted an independent review and analysis
of the business and affairs of the Company Parties that it considers sufficient and reasonable for the purposes of entering into
this Agreement; and


 


(f)             solely
with respect to holders of 2020 Note Claims, (i) it is either (A) a “qualified institutional buyer” as
defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),
(B) not a “U.S. person” as defined in Regulation S under the Securities Act, or (C) an
“accredited investor” as defined in Rule 501 of Regulation D under the Securities Act, and in each case is
able to bear the risk of its investment in the 2020 Note Claims, and (ii) any securities acquired by the Consenting
Noteholder in connection with the Transactions will have been acquired for investment for its own account and not with a view
to distribution or resale in violation of the Securities Act.


 


Section 8.2     Mutual
Representations, Warranties and Covenants. Each of the Parties, severally, and not jointly, represents, warrants and covenants
to each other Party that, as of the date such Party executes and delivers this Agreement and as of the Agreement Effective Date:


 






    - 26 -


     


    

 


EXECUTION VERSION


 


(a)            it
is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid,
and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited
by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;


  


(b)            except
as expressly provided in this Agreement, the Plan and the Bankruptcy Code, no consent or approval is required by any other Entity
in order for it to effectuate the Transactions contemplated by, and perform its respective obligations under, this Agreement;


 


(c)            the
entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any
material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association,
or other constitutional documents;


 


(d)            except
as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and
authority to enter into, execute, and deliver this Agreement and to effectuate the Transactions contemplated by, and perform its
respective obligations under, this Agreement;


 


(e)            except
as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements, with the other
Parties to this Agreement that have not been disclosed to all Parties to this Agreement; and


 


(f)             no
Party is considering, or has any agreement or understanding with respect to, any Alternative Transaction Proposal that has not
been disclosed to the Required Consenting Noteholders.


 


Section 8.3     Representations
and Warranties of the Company Parties. Each Company Party severally, and not jointly, represents and warrants that, as of the
date such Company Party executes and delivers this Agreement and as of the Agreement Effective Date:


 


(a)            To
the best of the Company Parties’ knowledge, MLP and Finance Corp. do not have any material contracts (including
employment contracts), secured claims, tax claims, general unsecured claims (including actual or threatened litigation
claims), intercompany claims, subordinated claims or equity interests other than (i) the contingent secured guarantee
claims arising under the 2025 Indenture, (ii) any claims that may exist in connection with the E.D. Pa. Action,
(iii) the 2020 Note Claims and (iv) the Equity Interests evidenced by the MLP Partnership Agreement and the
applicable organizational documents of Finance Corp.;


 


(b)            The
Company Parties do not intend to commence a bankruptcy case with respect to OpCo or any Company Party other than MLP and Finance
Corp.; and


 


(c)            The
Company Parties, excluding MLP and Finance Corp., do not have any material contracts (including employment contracts), tax claims,
secured or unsecured claims (including actual or threatened litigation claims other than the E.D. Pa. Action), intercompany claims,
subordinated claims or equity interests other than those already disclosed to the Consenting Noteholders Advisors in the data room
maintained by Datasite.


 






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EXECUTION VERSION


 


ARTICLE 9

TERMINATION EVENTS





 


Section 9.1     Consenting
Noteholder Termination Events. This Agreement may be terminated by the Required Consenting Noteholders with respect to the
Consenting Noteholders by the delivery to the Company Parties of a written notice in accordance with Section 11.10 hereof
upon the occurrence of any of the following events (unless waived in writing by the Required Consenting Noteholders in their sole
discretion);


 


(a)            The
breach in any material respect by a Company Party of any of covenants of such Company Party set forth in this Agreement, which
breach remains uncured (to the extent curable) for five (5) Business Days after such terminating Consenting Noteholder transmits
a written notice in accordance with Section 11.10 of this Agreement detailing any such breach;


 


(b)            Any
representation or warranty in this Agreement made by any of the Company Parties shall have been untrue in any material respect
when made or shall have become untrue in any material respect, which remains uncured (to the extent curable) for five (5) Business
Days after the Company Party discovers the untrue nature of the representation or warranty;


 


(c)            The
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable
ruling, judgment or order that (i) enjoins the consummation of a material portion of the Transactions and (ii) either
(1) such ruling, judgment or order has been issued at the request of any of the Company Parties in contravention of any obligations
set forth in this Agreement or (2) remains in effect for fifteen (15) Business Days after the issuance of such ruling, judgement
or order; notwithstanding the foregoing, this termination right may not be exercised by any Party that sought or requested such
ruling or order in contravention of any obligation set out in this Agreement; provided, however, that, for the avoidance
of doubt, this provision shall not have the effect of amending, extending or waiving any of the Milestones;





 


(d)            The entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without
the prior written consent of the Required Consenting Noteholders), (i) converting the Chapter 11 Cases to cases under chapter 7 of the
Bankruptcy Code, (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy
Code or a trustee in the Chapter 11 Cases, (iii) dismissing the Chapter 11 Cases, without the prior written consent of the Required Consenting
Noteholders, (iv) terminating exclusivity under Section 1121 of the Bankruptcy Code, or (v) rejecting this Agreement or declaring any
material portion to be unenforceable;


 


(e)            If any Company Party, other than MLP and Finance Corp., (i) voluntarily commences any case or files any petition seeking bankruptcy,
winding up, dissolution, liquidation, administration, moratorium, receivership, reorganization or other relief under any federal, state
or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, except as contemplated by this
Agreement, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or
petition described in the preceding subsection (i), (iii) applies for or consents to the appointment of a receiver, administrator, administrative
receiver, trustee, custodian, sequestrator, conservator or similar official with respect to any Company Party or for a substantial part of such Company Party’s assets, (iv) makes a general assignment
or arrangement for the benefit of creditors, or (v) takes any corporate action for the purpose of authorizing any of the foregoing; provided,
however, the forgoing shall not be a Termination Event;


 






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EXECUTION VERSION


 


(f)            The
commencement of an involuntary bankruptcy case against MLP or Finance Corp. under the Bankruptcy Code, if such involuntary case
is not dismissed or converted to a case under chapter 11 of the Bankruptcy Code, which case shall be in the United States Bankruptcy
Court for the District of Delaware, within forty-five (45) calendar days after the filing thereof, or if a court order grants the
relief sought in such involuntary case;


 


(g)            The
commencement of an involuntary bankruptcy case against OpCo or any Company Party other than MLP and Finance Corp. under the Bankruptcy
Code, if such involuntary case is not dismissed within thirty (30) calendar days after the filing thereof, or if a court order
grants the relief sought in such involuntary case;


 


(h)            Entry
of a final order that grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the
Bankruptcy Code) with regard to any material asset that, to the extent such relief were granted, would have a material adverse
effect on the consummation of the Transactions;


 


(i)            Any
of the Company Parties files or otherwise makes public any of the Definitive Documents (including any modification or
amendments thereto) (i) in a form that is materially inconsistent with this Agreement and (ii) without the consent
of the required parties in accordance with this Agreement, which occurrence remains uncured (to the extent curable) for two (2) Business
Days after such terminating Consenting Noteholder transmits a written notice in accordance with Section 9.2;


 


(j)            The
execution by any of the Company Parties of an agreement providing for, or the filing by any of the Company Parties with the Bankruptcy
Court of a motion seeking approval of, any debtor in possession financing, except with the prior approval of the Required Consenting
Noteholders;


 


(k)            The
failure to meet any of the Milestones, unless (a) such Milestone has been waived or extended in a manner consistent with this
Agreement or (b) such failure is the result of an act, omission or delay on the part of one or more of the Consenting Noteholders
constituting Required Consenting Noteholders exercising their termination rights with respect thereto under this Section 9.1(k) in
violation of their obligations under this agreement;


 


(l)            The
Bankruptcy Court enters an order denying confirmation of the Plan;


 


(m)            Any
Company Party takes any action outside the ordinary course of business, including the issuance of any new preferred equity or debt
at OpCo other than the New Senior Preferred Units and the New OpCo Notes without the consent of the Required Consenting Noteholders;


 


(n)            The
Debtors lose the exclusive right to file a Plan;


 






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EXECUTION VERSION


 


(o)            The
Confirmation Order is reversed or vacated, and the Bankruptcy Court does not enter a revised Confirmation Order reasonably acceptable
to the Required Consenting Noteholders within seven (7) Business Days;


 


(p)            Any
Company Party publicly announces its intention not to support the Transactions;


 


(q)            The
Bankruptcy Court enters an order granting relief that is inconsistent with, or denies relief sought that is contemplated by, this
Agreement or the Plan in any materially adverse respect to the Required Consenting Noteholders;


 


(r)            Any
Company Party exercises its right, consistent with its fiduciary or contractual duties under Section 6.10(d) of the LP
Agreements, as applicable, to not pursue any of the Transactions or take any action in reliance on Section 9.2 of this Agreement;


 


(s)            Any
Company Party files, supports, makes a written proposal or counterproposal to any party relating to an Alternate Transaction Proposal
that was not approved by the Required Consenting Noteholders;


 


(t)            Any
Company Party terminates this Agreement with respect to itself in accordance with Section 9.2 below;


 


(u)            The
Company makes a determination that it is unable to successfully market and sell the New Senior Preferred Units, the New OpCo Notes
or the New Revolving Credit Facility or to consummate the OpCo Transactions;


 


(v)            A
filing of a bankruptcy case or other insolvency proceeding by OpCo or the commencement of an involuntary case under the Bankruptcy
Code against OpCo or any of its subsidiaries;


 


(w)            Any
settlement of the E.D. Pa. Action without the consent of the Required Consenting Noteholders, which consent shall not be unreasonably
withheld;


 


(x)            The
acceleration of the OpCo 2025 Secured Notes or any other exercise of remedies by the OpCo 2025 Secured Noteholders, or the acceleration
of the OpCo Unsecured Notes or any other exercise of remedies by the OpCo Unsecured Noteholders;


 


(y)            The
exercise of remedies by any non-Consenting Noteholders to take any action to enforce any right or remedy for enforcement, collection,
or recovery of any of the 2020 Note Claims against any of the Company Parties, including rights or remedies arising from or asserting
or bringing any claims under or with respect to the 2020 Note Claims other than as otherwise permitted under this Agreement to
the extent such action is not terminated, stayed or otherwise dismissed after twenty (20) days after such action is taken;


 


(z)            The
exercise of remedies under material contracts of the Company Parties;


 






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EXECUTION VERSION


 


(aa)     Any
modification to the governance of MLP or OpCo or amendment to the Partnership Agreements of MLP or OpCo without the consent of
the Required Consenting Noteholders other than as required by this Agreement and the Transaction Term Sheet;


 


(bb)     Any
breach in the payment of the Consenting Noteholder Fees and Expenses;


 


(cc)     Any
Company Party (i) files any motion seeking to avoid, disallow, subordinate, or recharacterize the 2020 Note Claims or any
other claim, lien, or interest held by any Consenting Noteholder arising under or relating to the 2020 Notes or (ii) shall
have supported any application, adversary proceeding, or cause of action referred to in the immediately preceding clause (i) filed
by a third party, or consents to the standing of any such third party to bring such application, adversary proceeding, or cause
of action;


 


(dd)     The
occurrence of the Outside Date, subject to ‎Section 4.2 and ‎Section 9.4 hereof; or


 


(ee)     The
existence of any material contracts (including employment contracts), secured claims, tax claims, general unsecured claims
(including actual or threatened litigation claims), subordinated claims or equity interests at MLP or Finance Corp., in total
in excess of $10 million, other than (i) the contingent secured guarantee claims arising under the 2025
Indenture, (ii) any claims that may exist in connection with the E.D. Pa. Action, (iii) the 2020 Note Claims and
(iv) the Equity Interests evidenced by the MLP Partnership Agreement.


 


Section 9.2     Company
Party Termination Events. Any Company Party may terminate this Agreement with respect to the Company Parties upon written notice
to the Consenting Noteholders in accordance with Section 11.10 of this Agreement upon the occurrence of any of the following
events:


 


(a)            the
breach in any material respect by one or more Initial Consenting Noteholders constituting the Required Consenting Noteholders of
any of the covenants of such Consenting Noteholders set forth in this Agreement that would have, or could reasonably be expected
to have, an adverse effect on the Transactions, which breach that remains uncured for ten (10) Business Days after such terminating
Company Party transmits a written notice in accordance with Section 11.10 of this Agreement detailing any such breach;


 


(b)            any
representation or warranty in this Agreement made by one or more Initial Consenting Noteholders constituting Required Consenting
Noteholders shall have been untrue in any material respect when made or shall have become untrue in any material respect, which
remains uncured for ten (10) Business Days after such Consenting Noteholders constituting Required Consenting Noteholders
discover the untrue nature of the representation or warranty;


 


(c)            the
Governing Body of any Company Party determines, after consulting with counsel, (i) that continuing to pursue any of the Transactions
in the manner contemplated by this Agreement would be inconsistent with the exercise of its contractual or fiduciary duties or
applicable Law or (ii) in the exercise of its contractual or fiduciary duties, to pursue an Alternative Transaction Proposal;


 






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EXECUTION VERSION


 


(d)            the
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable
ruling, judgment or order that (i) enjoins the consummation of a material portion of the Transactions and (ii) either
(1) such ruling, judgment or order has been issued at the request of the Required Consenting Noteholders in contravention
of any obligations set forth in this Agreement or (2) remains in effect for ten (10) Business Days after such delivery
of a written notice terminating this Agreement by the Company Parties in accordance with Section 11.10 of this Agreement detailing
any such issuance; notwithstanding the foregoing, this termination right may not be exercised by any Party that sought or requested
such ruling or order in contravention of any obligation set out in this Agreement;


 


(e)            the
inability to successfully market and sell the New Senior Preferred Units or the failure to consummate the OpCo Transactions;


 


(f)            the
Required Consenting Noteholders terminate this Agreement with respect to themselves in accordance with Section 9.1 above;
or


 


(g)            the
Bankruptcy Court enters an order denying confirmation of the Plan.


 


Section 9.3     Mutual
Termination. This Agreement, and all obligations of all Parties hereunder, may be terminated by mutual written agreement among
all of the following: (a) the Required Consenting Noteholders and (b) each Company Party.


 


Section 9.4     Automatic
Termination. This Agreement shall terminate automatically without any further required action or notice if the Transaction
Effective Date has not occurred on or before the Outside Date unless such date is extended by the Required Consenting Noteholders;
provided, that a Consenting Noteholder who has not agreed to such extension may terminate this Agreement with respect to
itself, and such termination shall only be effective with respect to such Consenting Noteholder.


 


Section 9.5     Effect
of Termination. After the occurrence of a Termination Date as to a Party, this Agreement shall be of no further force and effect
as to such Party and each Party subject to such termination shall be released from its commitments, undertakings, and agreements
under or related to this Agreement and shall have the rights and remedies that it would have had, had it not entered into this
Agreement, and shall be entitled to take all actions, whether with respect to the Transactions or otherwise, that it would have
been entitled to take had it not entered into this Agreement, including with respect to any and all Claims or Cause of Action.
Upon the occurrence of a Termination Date prior to the Confirmation Order being entered by a Bankruptcy Court, all Parties agree
that any and all ballots tendered by the Parties subject to such termination before a Termination Date shall be deemed, for all
purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Parties
in connection with the Transactions and this Agreement or otherwise. Notwithstanding the foregoing, any Consenting Noteholder withdrawing
or changing its vote pursuant to this Section 9.5 shall promptly provide written notice of such withdrawal or change to each
other Party to this Agreement and, if such withdrawal or change occurs on or after the Petition Date, file notice of such withdrawal
or change with the Bankruptcy Court. Nothing in this Agreement shall be construed as prohibiting a Company Party or any of the
Consenting Noteholders from contesting whether any such termination is in accordance with the terms or to seek enforcement of any
rights under this Agreement that arose or existed before a Termination Date. Except as expressly provided in this Agreement, nothing
in this Agreement is intended to, or does, in any manner waive, limit, impair, or restrict (a) any right of any Company Party
or the ability of any Company Party to protect and reserve its rights (including rights under this Agreement), remedies, and interests,
including its claims against any Consenting Noteholders, and (b) any right of any Consenting Noteholders, or the ability of
any Consenting Noteholders, to protect and preserve its rights (including rights under this Agreement), remedies, and interests,
including its claims against any Company Party or Consenting Noteholders. No purported termination of this Agreement shall be effective
under this Section 9.5 or otherwise if the Party seeking to terminate this Agreement is in material breach of this Agreement,
except a termination pursuant to Section 9.2(c) or Section 9.3. Nothing in this Section 9.5 shall restrict
any Company Party’s right to terminate this Agreement in accordance with Section 9.2(c).


 






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EXECUTION VERSION


 


ARTICLE 10

Amendments and waivers


 


Section 10.1     This
Agreement, may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any
manner except in accordance with this Article 10.


 


Section 10.2     This
Agreement may be modified, amended, or supplemented, or a condition or requirement of this Agreement may be waived, (i) in
writing signed by each Company Party and the Required Consenting Noteholders or (ii) confirmed by email by counsel to the
Company Parties and the Consenting Noteholders Advisors representing that it is acting with the authority of the Required Consenting
Noteholders; provided that (a) this Agreement may be modified, amended, or supplemented, or a condition or requirement
of this Agreement may be waived, if such modification, amendment, supplement or waiver adversely affects the economic treatment
of any Consenting Noteholder, as compared to the other Consenting Noteholders, solely with the written consent of such affected
Consenting Noteholder, and any changes to the consent or termination rights of the Company Parties, or the Required Consenting
Noteholders shall require the consent of each affected Party. Notwithstanding the foregoing, if the proposed modification, amendment,
waiver, or supplement has a material, disproportionate, and adverse effect on any of the 2020 Note Claims held by a Consenting
Noteholder, then the consent of each such affected Consenting Noteholder shall also be required to effectuate such modification,
amendment, waiver, or supplement.


 


Section 10.3     Any
proposed modification, amendment, waiver, or supplement that does not comply with this Article 10 shall be ineffective and
void ab initio.


 


Section 10.4     The
waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no
delay in exercising, any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy
or any provision of this Agreement, nor shall any single or partial exercise of such right, power, or remedy by such Party preclude
any other or further exercise of such right, power, or remedy or the exercise of any other right, power, or remedy. All remedies
under this Agreement are cumulative and are not exclusive of any other remedies provided by Law.


 






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EXECUTION VERSION


 


ARTICLE 11

miscellaneous


 


Section 11.1     Acknowledgements.
Notwithstanding any other provision of this Agreement, this Agreement is not and shall not be deemed to be an offer with
respect to any securities or solicitation of votes for the acceptance of a plan of reorganization for purposes of sections
1125 and 1126 of the Bankruptcy Code or otherwise. Any such offer or solicitation will be made only in compliance with
all applicable securities Laws, provisions of the Bankruptcy Code and/or other applicable Law.


 


Section 11.2     Exhibits
Incorporated by Reference; Conflicts. Each of the exhibits, annexes, signatures pages, and schedules attached to this Agreement
(together with any exhibits, annexes or schedules thereto) is expressly incorporated and made a part of this Agreement, and all
references to this Agreement shall include such exhibits, annexes, and schedules (it being understood and agreed that any actions
and obligations required to be taken by any Party that are included in the exhibits attached to this Agreement, but not in this
Agreement are to be considered “covenants” of such Party and therefore covenants of this Agreement, notwithstanding
the failure of any specific provision in any of the exhibits to be re-copied into this Agreement). In the event of any inconsistency
between this Agreement (without reference to the exhibits, annexes, and schedules attached to this Agreement) and the exhibits,
annexes, and schedules attached to this Agreement, this Agreement (without reference to the exhibits, annexes, and schedules thereto)
shall govern, provided, that in the event of any inconsistency between this Agreement and the Transaction Term Sheet, the
Transaction Term Sheet shall govern until such time as the Plan has been confirmed, at which time, the terms and conditions set
forth in the Plan, to the extent intended to supersede the Transaction Term Sheet, shall govern.


 


Section 11.3     Further
Assurances. Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments and
perform such acts, in addition to the matters specified in this Agreement, as may be reasonably appropriate or necessary, or as
may be required by order of the Bankruptcy Court, from time to time, to effectuate the Transactions, as applicable.


 


Section 11.4     Complete
Agreement. Except as otherwise explicitly provided in this Agreement, this Agreement constitutes the entire agreement among
the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, oral or written, among the
Parties with respect thereto, other than any confidentiality agreement. The Parties acknowledge and agree that they are not relying
on any representations or warranties other than as set forth in this Agreement.


 


Section 11.5     GOVERNING
LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE CHOSEN STATE, WITHOUT GIVING EFFECT TO ITS
CONFLICT OF LAWS PRINCIPLES. Each Party to this Agreement agrees that it shall bring any action or proceeding in respect of any
claim arising out of or related to this Agreement, to the extent possible, in the Chosen Court. Solely in connection with claims
arising under this Agreement, each Party to this Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Chosen
Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Court; and (c) waives
any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any Party to this Agreement.


 






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EXECUTION VERSION


 


Section 11.6     TRIAL
BY JURY WAIVER. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


Section 11.7     Execution
of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature
and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall
constitute the same agreement. Except as expressly provided in this Agreement, each Person executing this Agreement on behalf of
a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.


 


Section 11.8     Rules of
Construction. This Agreement is the product of negotiations among the Company Parties and the Consenting Noteholders, and in
the enforcement or interpretation of this Agreement, is to be interpreted in a neutral manner, and any presumption with regard
to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any
portion of this Agreement, shall not be effective in regard to the interpretation of this Agreement. The Company Parties and the
Consenting Noteholders were each represented by counsel during the negotiations and drafting of this Agreement and continue to
be represented by counsel.


 


Section 11.9     Successors
and Assigns; Third Parties. This Agreement is intended to bind and inure to the benefit of the Parties and their respective
successors and permitted assigns, as applicable. There are no third-party beneficiaries under this Agreement, and, except as set
forth in Article 7, the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred
to any other Entity.


 


Section 11.10     Notices.
All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified
mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):


 


If to the Company Parties:


 


Ferrellgas Partners L.P.





One Liberty Plaza





Liberty, MO 64068





Attention:     Jordan
Burns





E-mail address: jordanburns@ferrellgas.com


 


With a copy to:


 


Squire Patton Boggs (US) LLP





201 E. Fourth Street, Suite 1900





Cincinnati, OH 45202


 






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EXECUTION VERSION


 


Attention:     Stephen
D. Lerner and Jeffrey N. Rothleder





E-mail address: jeffrey.rothleder@squirepb.com,
stephen.lerner@squirepb.com


 


If to the Consenting Noteholders:


 


Davis Polk & Wardwell LLP





450 Lexington Avenue





New York, New York 10017





Attention:     Damian
S. Schaible, Angela M. Libby and Jonah A. Peppiatt


 


Any notice given by delivery, mail, or
courier shall be effective when received.


 


Section 11.11     Independent
Due Diligence and Decision Making. Each Consenting Noteholder confirms that its decision to execute this Agreement has been
based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company
Parties. Each Consenting Noteholder acknowledges and agrees that it is not relying on any representations or warranties other than
as set forth in this Agreement.


 


Section 11.12     Enforceability
of Agreement. Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights
under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents
hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination
rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.


 


Section 11.13     Admissibility.
Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations
relating to this Agreement shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms
or the payment of damages to which a Party may be entitled under this Agreement.


 


Section 11.14     Specific
Performance. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of
this Agreement by any Party, and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable
relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order
of a court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.


 


Section 11.15     Several,
Not Joint, Claims. Except where otherwise specified, the agreements, representations, warranties, and obligations of the Parties
under this Agreement are, in all respects, several and not joint.


 


Section 11.16     Severability
and Construction. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid,
or unenforceable, the remaining provisions shall remain in full force and effect if essential terms and conditions of this Agreement
for each Party remain valid, binding, and enforceable.


 






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EXECUTION VERSION


 


Section 11.17     Remedies
Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law
or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall
not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.


 


Section 11.18     Capacities
of Consenting Noteholders. Each Consenting Noteholder has entered into this agreement on account of all 2020 Note Claims that
it holds (directly or through discretionary accounts that it manages or advises) and, except where otherwise specified in this
Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from taking under this Agreement
with respect to all such 2020 Note Claims.


 


Section 11.19     Email
Consents. Where a written consent, acceptance, approval, or waiver is required pursuant to or contemplated by this Agreement,
such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel to, as
applicable, the Company Parties and the Required Consenting Noteholders, submitting and receiving such consent, acceptance, approval,
or waiver, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties
of any kind on behalf of such counsel.


 


Section 11.20     Fees
and Expenses. Regardless of whether the Transactions are or have been consummated the Company Parties shall promptly pay in
cash all Consenting Noteholder Fees and Expenses; provided, however, that concurrently with the Agreement Effective
Date, the Company Parties shall pay all Consenting Parties Fees and Expenses incurred at any time prior to the Agreement Effective
Date not previously paid by the Company Parties; provided further that no success, transaction or similar fees shall be
paid except to the extent set forth in written agreements approved by the Company.


 


Section 11.21     Relationship
Among Parties. It is understood and agreed that no Consenting Noteholder owes any duty of trust or confidence of any kind
or form to any other Party as a result of entering into this Agreement. In this regard, it is understood and agreed that any
Consenting Noteholder may trade in 2020 Note Claims without the consent of any other consenting Noteholder, subject to the
terms of this Agreement; provided, however, that no Consenting Noteholder shall have any responsibility of any
such trading to any other Person by virtual of this Agreement. No prior history, pattern or practice of sharing confidences
among or between the Parties shall in any way affect or negate this understanding and agreement. No Consenting
Noteholder shall, as a result of its entering into and performing its obligations under this Agreement, be deemed to be part
of a “group” (as that term is used in Section 13(d) of the Exchange Act) with any other Party. For the
avoidance of doubt, no action taken by a Consenting Noteholder pursuant to this Agreement shall be deemed to constitute or
create a presumption by any of the Parties that the Consenting Noteholders are in any way acting in concert or as a
“group.”


 


Section 11.22     No
Recourse. This Agreement may only be enforced against the named parties hereto (and then only to the extent of the specific
obligations undertaken by such parties in this Agreement). All claims or causes of action (whether in contract, tort, equity or
any other theory) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance
of this Agreement, may be made only against the Persons that are expressly identified as parties hereto (and then only to the extent
of the specific obligations undertaken by such parties herein). No past, present or future direct or indirect director, manager,
officer, employee, incorporator, member, partner, stockholder, equity holder, trustee, affiliate, controlling person, agent, attorney
or other representative of any party hereto (including any person negotiating or executing this Agreement on behalf of a party
hereto), nor any past, present or future direct or indirect director, manager, officer, employee, incorporator, member, partner,
stockholder, equity holder, trustee, affiliate, controlling person, agent, attorney or other representative of any of the foregoing
(other than any of the foregoing that is a party hereto) (any such Person, a “No Recourse Party”), shall
have any liability with respect to this Agreement or with respect to any proceeding (whether in contract, tort, equity or any other
theory that seeks to “pierce the corporate veil” or impose liability of an entity against its owners or affiliates
or otherwise) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement.


 






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EXECUTION VERSION


 


Section 11.23     Publicity. The
Company Parties shall submit drafts to counsel to the Consenting Noteholders of any press releases or other public statements
that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at
least two (2) Business Days prior to making any such disclosure (provided, however, that if delivery of such
document at least two (2) Business Days in advance of such disclosure is impossible or impracticable under the
circumstances, such document shall be delivered as soon as otherwise practicable), and shall afford them a reasonable
opportunity under the circumstances to comment on such documents and disclosures and shall incorporate any such reasonable
comments in good faith. Except as required by Law or otherwise permitted under the terms of any other agreement between the
Company Parties and any Consenting Noteholder, no Party or its advisors shall (a) use the name of any Consenting
Noteholder in any public manner (including in any press release) with respect to this Agreement, the Transaction Term Sheet
or any of the Definitive Documents or (b) disclose to any Person (including, for the avoidance of doubt, any other
Party), other than advisors to the Company Parties, the principal amount or percentage of any 2020 Note Claims held by any
individual Consenting Noteholder, in each case, without such Consenting Noteholder’s prior written consent (it being
understood and agreed that each Consenting Noteholder’s signature page to this Agreement shall be redacted to
remove the name of such Consenting Noteholder and the amount and/or percentage of 2020 Note Claims held by such Consenting
Noteholder); provided, however, that (i) if such disclosure is required by Law, subpoena, or other legal process
or regulation, the disclosing Party shall afford the relevant Consenting Noteholder a reasonable opportunity to review and
comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure, and (ii) the
foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of 2020 Note Claims
held by all the Consenting Noteholders, collectively, on a facility by facility basis. Notwithstanding the provisions in this
Section 11.23, (x) any Party may disclose the identities of the other parties in any action to enforce this
Agreement or in any action for damages as a result of any breaches hereof, and (y) any Party may disclose, to the extent
expressly consented to in writing by a Consenting Noteholder, such Consenting Noteholder’s identity and individual
holdings.


 


IN
WITNESS WHEREOF, the parties have executed this agreement on the day and year first above written.


 






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EXECUTION VERSION


 


Annex A


 


Schedule of Company Parties


 


Ferrellgas Finance Corp.





Ferrellgas Receivables, LLC





FNA Canada, Inc.





Blue Rhino Global Sourcing, Inc.





Bridger Logistics, 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





J.J. Addison Partners, LLC





J.J. Karnack Partners, LLC





J.J. Liberty, LLC





Bridger Terminals, LLC





South C&C Trucking, LLC


 


Exhibit A Transaction Term Sheet


 






     


     


    

 


EXECUTION VERSION


 


Exhibit A


 


Transaction Term Sheet


 


Exhibit A Transaction Term Sheet


 






     


     


    

 


EXECUTION VERSION


 


Ferrellgas Partners, L.P.





Transaction Term Sheet


 


This term sheet (this “Term Sheet”)
sets forth certain material terms of proposed transactions to (a) satisfy the obligations of Ferrellgas Partners, L.P. (the
“Company” or “MLP”) and Ferrellgas Partners Finance Corp. (“FPFC”) under
the 8.625% Senior Notes due 2020 (the “2020 Notes”) issued by MLP and FPFC pursuant to the Indenture dated April 13,
2010 (as amended, modified or supplemented) between MLP and FPFC, as Issuers, and U.S. Bank National Association, as Trustee (the “2020
Indenture”) (the “MLP Transaction”) and (b) delever Ferrellgas, L.P. (“OpCo”)
through the transactions described herein (the “OpCo Transactions,” together with the MLP Transaction, the “Transactions”).
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the transaction support agreement
to which this Term Sheet is attached (together with all exhibits and supplements attached thereto, including this Term Sheet, the
“TSA”).


 


This Term Sheet does not include descriptions
of all terms, conditions and other provisions that will be contained in definitive documentation relating to the Transactions and
is not intended to limit the scope of discussions and negotiation of any matters not inconsistent with the specific matters set
forth herein. The documents executed to effectuate the Transactions, including the TSA (collectively, the “Definitive
Documents”) will not contain any material terms or conditions that are inconsistent in any material respect with this
Term Sheet. Until such time as the other Definitive Documents are executed and delivered consistent with the consent rights in
the TSA, this Term Sheet (together with any Exhibits) shall control all other documentation relating to the Transactions, including
drafts of the TSA and Definitive Documents. After the Definitive Documents have been executed and delivered, the Definitive Documents
and their Exhibits shall control all other documentation relating to the Transactions, superseding in its entirety this Term Sheet.


 


This Term Sheet is proffered in the nature
of a settlement proposal in furtherance of settlement discussions and is entitled to protection from any use or disclosure to any
party or person pursuant to Federal Rule of Evidence 408 and any other rule of similar import.


 


THIS TERM SHEET DOES NOT CONSTITUTE
AN OFFER OF SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY
CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND PROVISIONS OF THE BANKRUPTCY CODE.


 


THIS TERM SHEET CONTAINS A SERIES OF
ASSUMPTIONS, COMPROMISES AND SETTLEMENTS OF ISSUES AND DISPUTES THAT WILL BE RESOLVED IN CONNECTION WITH EXECUTION OF THE DEFINITIVE
DOCUMENTS. IN THE EVENT THE DEFINITIVE DOCUMENTS CONTEMPLATED UNDER THIS TERM SHEET AND TSA ARE NOT EXECUTED, NOTHING HEREIN SHALL
BE CONSTRUED AS AN ADMISSION OF THE POSITIONS OF THE PARTIES WITH RESPECT TO THESE ISSUES OR DISPUTES. ACCORDINGLY, THIS TERM
SHEET IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROHIBITING THE
USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS. AS SUCH, NEITHER THIS TERM SHEET, NOR ANY DISCUSSION RELATED THERETO,
SHALL CREATE A DUTY INHIBITING ANY PERSON FROM BUYING, SELLING OR TRADING ANY SECURITIES OR DEBTS OF THE COMPANY AND NO RECIPIENT
OF THIS TERM SHEET SHOULD TAKE ANY ACTIONS IN EXPECTATION OF, OR TO CAUSE, SUCH DUTY UNLESS AND UNTIL AN APPLICABLE BINDING AGREEMENT
HAS BEEN MADE. THIS TERM SHEET IS SUBJECT TO ALL EXISTING CONFIDENTIALITY AGREEMENTS.


 






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EXECUTION VERSION


 


	Implementation	
        The Transactions will be accomplished through
        execution of the Definitive Documents and the transaction steps set forth in the TSA and this Term Sheet. The MLP Transaction will
        be effectuated through pre-packaged chapter 11 cases filed by both (i) MLP and (ii) FPFC. No entities other than MLP
        and FPFC will commence a voluntary chapter 11 proceeding. The OpCo Transaction will be effectuated as set forth in this Term Sheet
        and the consummation thereof shall occur on the effective date of the joint chapter 11 plan (the “Effective Date”).

         

        The TSA will be executed by: (i) (a) the
        Company, (b) Ferrellgas, L.P. (“OpCo”), (c) Ferrellgas Inc., Ferrellgas GP II, LLC, and Ferrellgas
        GP III, LLC (each a “GP” and, together, the “GPs”), (d) FPFC, and (e) all of their
        Affiliates listed on Annex A to the TSA (the entities in this clause (i) shall collectively be referred to as the “Company
        Parties”) and (ii) the holders of approximately 74% of the aggregate outstanding principal amount of the 2020 Notes
        (the “Consenting Noteholders”).

         

        Pursuant to the TSA, and subject to the
        terms and conditions thereof, the parties hereto have agreed to support the Transactions contemplated herein and therein.

         

        Each Consenting Noteholder shall be required
        to execute the TSA with respect to all of its holdings of the 2020 Notes.

         




 






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EXECUTION VERSION


 


	Funding of the Chapter 11 Cases	Holdco shall obtain $[·] in funding to fund the joint chapter 11 cases on terms acceptable to the Required Consenting Noteholders, which amount shall be used in accordance with a budget to be agreed upon by MLP and the Required Consenting Noteholders; provided, however, such budget is only intended to be an estimate of such funding amount and is subject to change and modification at MLP’s sole discretion.  To the extent the budget is modified or altered by MLP, MLP shall provide the Required Consenting Noteholders with notice thereof.  For the avoidance of doubt, whether before or after the Petition Date, any debt incurred by MLP shall be on terms acceptable to the Required Consenting Noteholders.  
	Diligence	As a condition precedent to effectiveness of the TSA, the Company shall provide the Consenting Noteholder Advisors with satisfactory diligence, including financial projections, liquidity forecasts, sources and uses, information regarding regulatory compliance and contractual change of control provisions, and other information as reasonably requested. 
	Eddystone Litigation	The  Parties shall, from time to time, and without waiving any applicable attorney-client privilege or other applicable privilege, advise counsel to the Consenting Noteholders with respect to the status of or actions taken in the litigation currently pending in the United States District Court for the Eastern District of Pennsylvania under the caption Eddystone Rail Company, LLC v. Bridger Logistics, LLC, et al., No. 2:17-cv-00495 (E.D. Pa) (the “E.D. Pa. Action”).  The Company Parties shall also use their reasonable best efforts to consult with counsel to the Consenting Noteholders prior to entering into any settlement agreement, consent judgment, consent order, or other negotiated adjudication or resolution of the E.D. Pa. Action.
	
         

        Restructuring Transactions

         

	
         

        Treatment of Claims or Interests

         

	
        Holders of Claims against and Equity Interests
        in the Company will receive the following treatment in full and final satisfaction of such claims and interests, which shall be
        released and discharged under the Plan.

         

	Administrative Claims	
        On the Effective Date, except to the extent
        that a holder of an allowed administrative claim and the Company agree to less favorable treatment for such holder, each holder
        of an allowed administrative claim shall receive, in full satisfaction of such claim, payment in full in cash.

         




 


	Priority Tax Claims	
        Except to the extent that a holder of an
        allowed priority tax claim and the Company agree to less favorable treatment for such holder, each holder of an allowed priority
        tax claim shall receive, in full satisfaction of such claim, payments in cash in a manner consistent with section 1129(a)(9)(C) of
        the Bankruptcy Code.

         

	Secured Guarantee Claims	
        On the Effective Date, each holder of an
        allowed secured guarantee claim on account of the guarantee of payment of the 2025 Notes by MLP shall receive, in full satisfaction
        of such claim, reinstatement of such claim in accordance with section 1124 of the Bankruptcy Code.

         




 






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EXECUTION VERSION 


 


	2020
    Notes Claims	On
                                         the Effective Date, each holder of an allowed 2020 Notes claim shall receive, in full
                                         satisfaction of such claim, such holder’s pro rata share of 100% of the “Class B”
                                         units (the “New Class B Units”).

         

	Eddystone
    Claims	On
                                         the Effective Date, each holder of an allowed claim on account of the E.D. Pa. Action
                                         shall receive, in full satisfaction of such claim, at the option of the Company subject
                                         to the consent of the Required Consenting Noteholders: (a) reinstatement of such
                                         claim in accordance with section 1124 of the Bankruptcy Code or (b) other treatment
                                         rendering such claim unimpaired.

         

	Intercompany
    Claims and 

    Interests	On
                                         the Effective Date, unless otherwise provided for under the Plan, each intercompany claim
                                         and/or intercompany interest shall be, at the option of the Company, with the consent
                                         of the Required Consenting Noteholders, either (a) reinstated or (b) canceled
                                         and released.

         

	Existing
    General Partner

    Interests	On
                                         the Effective Date, the existing general partner interests shall be reinstated and governed
                                         in accordance with the Governance Term Sheet.

         

	Existing
    LP Units Interests	On
                                         the Effective Date, each holder of an allowed interest on account of an existing limited
                                         partnership common unit of MLP (the “Existing LP Units”) shall receive
                                         or retain such holder’s pro rata share of 100% of the “Class A”
                                         common units (the “New Class A Units”), subject to
                                         dilution by the New Class A Units issued upon conversion of the New Class B
                                         Units.

         

        The
        Existing LP Units holders shall receive or retain one (1) New Class A Unit for every twenty (20) Existing LP
        Units currently owned, resulting in approximately 4.9 million New Class A Units outstanding as of the Effective Date.

         

	 

        MLP
        Restructuring Transactions

         

	New
    Class A Units	On
                                         the Effective Date, the Company may, upon the consent of the Required Consenting Noteholders,
                                         issue additional New Class A Units, which additional units shall be issued at the
                                         discretion of MLP and to such parties as determined in the sole discretion of MLP.

         




 






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EXECUTION VERSION


 


	New
    Class B Units	On
                                         the Effective Date, MLP will issue approximately 1.3 million New Class B Units
                                         to the holders of the 2020 Notes.

         

	Class A/

    Class B Distributions	The
                                         New Class A Units shall receive distributions in accordance with MLP’s organizational
                                         governance documents, which such documents may be amended, modified or supplemented from
                                         time-to-time; provided, however, such governance documents and any amendments,
                                         modifications or supplements thereto shall be consistent with the Governance Term Sheet
                                         attached hereto as Exhibit B.

         

        The
        amended MLP partnership agreement will provide that distributions to New Class A Units and New Class B Units
        shall be made at a ratio of no less than 6:1 in favor of the New Class B Units on an aggregate basis (cash or non-cash
        value) until holders of New Class B Units receive distributions in the aggregate amount equaling Three Hundred, Fifty-Seven
        Million Dollars ($357,000,000) (the “Distribution Threshold”). Upon satisfaction of the Distribution
        Threshold, the New Class B Units shall automatically be converted to New Class A Units in accordance with the
        conversion factors set forth in Exhibit A hereto. To the extent the Distribution Threshold is not satisfied
        in the first ten (10) years after issuance, the New Class B Units shall automatically be converted to New Class A
        Units in accordance with conversion factor at the end of the tenth (10th) year. The New Class B Units
        shall be callable at MLP’s option in the first five (5) years after issuance at a price equal to an internal
        rate of return on $357,000,000 no less than 300 bps above the Fixed Call Return, subject to receipt of a minimum 1.10x
        MOIC1 on $357,000,000 if called in the first
        one (1) year after issuance.2 The holders
        of New Class B Units shall, at the time of issuance, receive a cashless exercise option and right entitling such
        holder to acquire on a pro rata basis all General Partner units of the general partner of MLP and OpCo if the New Class B
        Units are still outstanding and have not been converted to New Class A Units by the earlier of: (i) a material3
        breach of the covenants in favor of the New Class B Units under the MLP or OpCo partnership agreements
        that is not cured within the time period specified therein4
        and (ii) the tenth anniversary of the Effective Date.

         




 





 



1 “MOIC” shall mean multiple on invested
capital.


2 “Fixed Call Return” shall
mean the IRR of the New Senior Preferred Units, inclusive of distributions, OID, fees and, if applicable, any equity consideration.
The calculation of the Fixed Call Return shall be agreed to by the financial advisors for both the MLP and the Required Consenting
Noteholders as of the Effective Date.


3 “Material Breach” to be defined in
Definitive Documents.


4 Cure periods to be agreed in Definitive Documents.


 






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EXECUTION VERSION


 


	Organizational
    and Governance Matters	Governance
                                         of OpCo and MLP, including partnership agreements or other organizational documents,
                                         as applicable, shall be consistent with the Governance Term Sheet attached hereto as
                                         Exhibit B. The current organizational structure of the Company and OpCo shall
                                         be modified to reflect the changes set forth in the Governance Term Sheet.

         

	 

        OpCo
        Refinancing Transactions

         

	Existing
    2025 Notes	The
                                         Transactions shall be structured to not result in the acceleration of obligations under
                                         the Indenture dated as of April 16, 2020, between OpCo, Ferrellgas Finance Corp.
                                         and each of the “Guarantors” (as defined therein) party thereto (the “2025 Indenture”)
                                         pursuant to which the OpCo issued the 10.00% Senior Secured First Lien Notes due 2025
                                         (the “2025 Notes”) or the ability of any holder of 2025
                                         Notes to accelerate amounts owed thereunder or cause the 2025 Notes to be in default.

         

	Existing
    OpCo Notes	On
                                         the Effective Date, the existing OpCo unsecured notes due 2021, 2022 and 2023 (the “Existing
                                         OpCo Notes”) shall be redeemed and satisfied in full using funds held by OpCo
                                         that consist of (i) existing cash held by OpCo, (ii) the proceeds of the New
                                         Revolving Credit Facility (as defined below), (iii) released cash collateral from
                                         existing letters of credit, (iv) proceeds from the issuance of the New Senior Preferred
                                         Units, and (v) proceeds from the issuance of the New OpCo Notes; provided that
                                         the sources and uses for such redemption shall be consented to by at least two unaffiliated
                                         Consenting Noteholders holding greater than 50% of the aggregate principal amount of
                                         the 2020 Notes held by all Consenting Noteholders (the “Required Consenting
                                         Noteholders”).

         

	New
    Revolving Credit Facility	On
                                         the Effective Date, OpCo shall enter into a revolving credit facility (the “New
                                         Revolving Credit Facility”), which shall contain terms and conditions that
                                         comply in all respects with, and do not violate, the covenants and restrictions set forth
                                         in the 2025 Indenture and are acceptable to the Required Consenting Noteholders.

         




 






    -46- 


     


    

 


EXECUTION VERSION


 


	New
    OpCo Notes	On
    the Effective Date, OpCo shall issue $[753]5 million
    in new or additional notes (the “New OpCo Notes”), the proceeds of which shall be used to redeem the
    Existing OpCo Notes.  The issuance of the New OpCo Notes shall (i) be structured to not result in the acceleration
    of obligations under the 2025 Indenture or the ability of any holder of 2025 Notes to accelerate amounts owed thereunder
    or cause the 2025 Notes to be in default, (ii) be subject to market terms, and (iii) contain terms acceptable to
    the Required Consenting Noteholders.
	New
    Senior Preferred Units 	On
                                         the Effective Date, either OpCo or MLP shall issue $[525]6
                                         million of new unregistered preferred equity (the “New Senior Preferred
                                         Units”). The New Senior Preferred Units shall be a senior preferred class of
                                         limited partnership interests in either OpCo or MLP, as applicable. The New Senior Preferred
                                         Units shall:

         

        ·     Be
        marketed pursuant to a confidential marketing process;

         

        ·     Have
        the right to receive a cash return (inclusive of distributions, OID, and fees) based on market terms;

         

        ·     Have
        tenor, redemption, call and liquidation provisions acceptable to the Required Consenting Noteholders.

         

        OpCo
        or MLP, as applicable, shall provide the holders of 2020 Notes with the opportunity to participate in the marketing process
        for the New Senior Preferred Units and to acquire up to 35% of the total amount of the New Senior Preferred Units issued,
        all or a portion of which opportunity may be taken up in the discretion of each such holder (including any portion not
        taken up by other such holders).

         

        The
        New Senior Preferred Units shall not constitute Redeemable Capital Stock under the 2025 Indenture (as defined therein)
        and the issuance of the New Senior Preferred Units shall be structured to not result in the acceleration of obligations
        under the 2025 Indenture or the ability of any holder of 2025 Notes to accelerate amounts owed thereunder or cause
        the 2025 Notes to be in default.






 





 



5 Amount to be adjusted
based upon trailing twelve months EBITDA at the time of the financing, subject to the consent of the Required Consenting Noteholders.


6 Amount to be adjusted
based upon trailing twelve months EBITDA at the time of the financing, subject to the consent of the Required Consenting Noteholders.






    -47- 


     


    

 


EXECUTION
VERSION


 


	 

        General
        Provisions

         

	Tax
    Matters	The
                                         parties will work together in good faith and use commercially reasonable efforts to structure
                                         and implement the transactions in connection with the TSA in a tax efficient manner for
                                         MLP, OpCo and the Consenting Noteholders.

         

	Consenting
                                         Noteholder Fees and Expenses

         
	The
                                         Company Parties shall, as a condition precedent to effectiveness of the TSA, pay all
                                         Consenting Noteholder Fees and Expenses incurred through and including the Agreement
                                         Effective Date, other than (a) the $2,372,837.47 of fees and expenses incurred
                                         by Davis Polk & Wardwell LLP prior to and excluding June 7, 2020 (the “Pre-Forbearance
                                         Fees”), which Pre-Forbearance Fees shall be paid in cash on the Effective Date,
                                         and (b) $3,250,000.00 of the Ducera Partners “Transaction Fee” (as defined
                                         in Ducera Partners engagement letter in effect as of the Agreement Effective Date), which
                                         Transaction Fee shall be payable in cash (subject to any crediting or other arrangement
                                         set forth in the Ducera Partners engagement letter in effect as of the Agreement Effective
                                         Date) on the Effective Date.

         

        For
        the avoidance of doubt, payment of the Consenting Noteholder Fees and Expenses on the Agreement Effective Date includes
        payments of (i) in the case of Ducera Partners (a) unpaid monthly fees and expenses, payable on or prior to
        the Agreement Effective Date of $309,805.88 and (b) $3,500,000.00, payable on the Agreement Effective Date, (ii) in
        the case of Davis Polk & Wardwell LLP, no less than $1,624,799.60, and (iii) in the case of Morris, Nichols,
        Arsht & Tunnell LLP, no less than $125,770.50.

         

        The
        Company Parties shall pay all Consenting Noteholder Fees and Expenses incurred on and after the Agreement Effective Date
        on a monthly basis, at least two (2) Business Days after the receipt by the Company Parties of invoices for such
        fees and expenses.

         

	Effective
    Date	It
                                         shall be a condition to the Effective Date that the following conditions precedent are
                                         satisfied or waived by the Required Consenting Noteholders, and the Effective Date shall
                                         occur on the date upon which the last of such conditions are so satisfied and/or waived:

         

        ·     The
        TSA has been executed and remains in full force and effect and there has been no breach thereof by any party;

         

        ·     No
        default has occurred and is continuing under the 2025 Notes;

         

        ·     All
        Definitive Documents have been executed and delivered in form and substance acceptable to the Required Consenting Noteholders;

        

         




 






    -48- 


     


    

 


EXECUTION VERSION


 


	 	·     The
                                         New Senior Preferred Units have been fully issued and the consideration therefor has
                                         been received by OpCo;


 


·     The
New Revolving Credit Facility and New OpCo Notes have been raised and fully funded;


 


·     The
Existing OpCo Notes have been satisfied in full and discharged; and


 


·     The
Plan has been filed and the Bankruptcy court has entered the Confirmation Order, and the Confirmation Order shall have become
a Final Order;


 


·     All
material governmental and regulatory approvals and consents that are legally required for the consummation of the Transactions
shall have been obtained, not be subject to unfulfilled conditions and be in full force and effect; and


 


·     The
Company shall have paid or reimbursed all fees and expenses of the Consenting Noteholder Advisors, whether incurred before or
after the Petition Date, including the Pre-Forbearance Fees.


 


Additional
conditions precedent to the Effective Date to be set forth in the TSA.

 


	Other
    Customary Plan Provisions	The
    Plan will provide for other standard and customary provisions, including in respect of the cancellation of existing claims
    and interests, the vesting of assets, the compromise and settlement of claims, the retention of jurisdiction by the Bankruptcy
    Court and the resolution of disputed claims.  


 






    -49- 


     


    

 


EXECUTION
VERSION


 


Exhibit A


 


Conversion
Rates for New Class B Units


 


	Year
    Post-Emergence	Conversion
    Factor
	Y1	1.75x
	Y2	2.00x
	Y3	3.50x
	Y4	4.00x
	Y5	5.00x
	Y6	6.00x
	Y7	7.00x
	Y8	10.00x
	Y9	12.00x
	Y10	25.00x


 






    -50- 


     


    

 


EXECUTION
VERSION


 


Exhibit B


 


MLP and
OpCo Governance


 


On the Effective
Date, the partnership agreements of MLP and OpCo shall be amended to provide, among other things, the following covenants for
the benefit of holders of New Class B Units:


 


		§	MLP
                                         must distribute to unitholders, in accordance with the terms of the MLP Transaction,
                                         all cash received from OpCo which is not required to be held by MLP for payment of (a) taxes,
                                         (b) insurance, (c) employees, if any, and (d) any other reasonable operating
                                         or administrative expenses;



 


		§	Neither
                                         MLP nor OpCo, nor any of their subsidiaries, may incur any indebtedness without the approval
                                         of the New Class B Independent Director, except (i) indebtedness incurred in
                                         the ordinary course of business, including indebtedness evidenced by a bond, note, debenture
                                         or other similar instrument given as consideration for ordinary course of business transactions
                                         and ordinary course acquisitions (collectively “Ordinary Note Transactions”),
                                         which shall not include (a) any indebtedness for borrowed money or (b) any
                                         obligations evidenced by a bond, note, debenture or other similar instrument, other than
                                         such Ordinary Note Transactions, or (ii) indebtedness that does not exceed at any
                                         one time $75,000,000;



 


		§	Neither
                                         MLP nor OpCo, nor any of their subsidiaries, may issue additional equity (common or preferred)
                                         or redeem outstanding equity (common or preferred) (other than the New Senior Preferred
                                         Units consistent with the Term Sheet) without the approval of the New Class B Independent
                                         Directors;



 


		§	Neither
                                         MLP nor OpCo, nor any of their subsidiaries, shall be permitted to engage in related
                                         party transactions unless such transactions, taken as a whole, are on no less favorable
                                         terms than those which would have been obtained in a comparable transaction with a non-affiliated
                                         entity and if such transactions involve payments or value in excess of $10,000,000 in
                                         the aggregate with all such transactions, without approval of the New Class B Independent
                                         Directors (as defined herein);



 


		§	Neither
                                         MLP nor OpCo, nor any of their subsidiaries, shall permit any asset sales that will generate
                                         aggregate net proceeds in excess of $25,000,000 without the approval of the New Class B
                                         Independent Director, subject to certain ordinary course exclusions to be agreed;



 


		§	Neither
                                         MLP nor OpCo, nor any of their subsidiaries, shall engage, except to the extent done
                                         in the ordinary course of business, in any investment, contribution or other transfer
                                         of any value, assets or property (including equity interests) to any person (including
                                         any joint ventures but excluding any payments for litigation settlements), if the aggregate
                                         value of the value of the assets or property invested, contributed or otherwise transferred
                                         exceeds $5,000,000 without the approval of the New Class B Independent Director;






 


Exhibit B
Form of Transfer Agreement


 






     


     


    

 


EXECUTION
VERSION


 


		§	The
                                         holders of New Class B Units shall, at the time of issuance, receive a cashless
                                         exercise option and right entitling such holder to acquire on a pro rata basis all General
                                         Partner units of the general partner of MLP and OpCo if the New Class B Units are
                                         still outstanding and have not been converted to New Class A Units by the earlier
                                         of: (i) a material7
                                         breach of the covenants in favor of the New Class B Units under the
                                         MLP or OpCo partnership agreements that is not cured within the time period specified
                                         therein8 and
                                         (ii) the tenth anniversary of the Effective Date;



 


		§	MLP,
                                         OpCo, their subsidiaries, and their general partners shall continue to be subject to
                                         the duties set forth in Section 6.10(d) of their partnership agreements;



 


		§	MLP
                                         will not have any operations independent of OpCo and neither MLP nor OpCo will materially
                                         change the nature of their business or operations;



 


		§	Neither
                                         MLP nor any affiliate of MLP shall cause any modification to the current organizational
                                         structure so that MLP is not the direct holder of all of the OpCo limited partnership
                                         interests other than, if issued by OpCo, the New Senior Preferred Units that are issued
                                         on the Effective Date;



 


		§	Neither
                                         MLP nor OpCo, nor any of their subsidiaries, shall amend or modify their partnership
                                         agreements or other organizational documents in any manner that impairs the rights of
                                         the holders of New Class B Units or alters the consent rights set forth therein
                                         without the consent of a majority of the New Class B Units;



 


		§	(i) the
                                         definition of “Outstanding” in the MLP partnership agreement as it applies
                                         to the Class A Units shall provide that a Person or Group that beneficially owns
                                         more than 20% of the Class A Units shall not be permitted to vote that portion of
                                         their Class A Units that is greater than 20%, solely until the later to occur of
                                         (a) five years after the Effective Date or (b) the conversion of the New Class B
                                         Units to New Class A Units and (ii) in addition, solely with respect to a vote
                                         to remove or replace the general partner of MLP and OpCo (other than due to a voluntary
                                         withdrawal by the general partner) the New Class B Units that are converted to New
                                         Class A Units shall remain subject to the cap set forth in (i) above until
                                         the later to occur of (a) five years after the Effective Date or (b) two years
                                         after the conversion of the New Class B Units to New Class A Units; provided
                                         that the restrictions set forth in (i) and (ii) above shall remain in place
                                         solely for so long as James E. Ferrell remains Chairman of the Board of Directors of
                                         Ferrellgas, Inc. or James E. Ferrell designates a successor as Chairman of the Board
                                         of Directors, which is approved by a majority of the Board of Directors, which majority
                                         includes the New Class B Independent Director voting to approve such successor and
                                         such New Class B Independent Director cannot unreasonably withhold such approval.
                                         For the avoidance of doubt, (i) while the New Class B Units are outstanding,
                                         there will be no restriction on the voting of New Class B Units with respect to
                                         those matters on which such New Class B Units are entitled to vote and (ii) to
                                         the extent the New Class B Units are otherwise redeemed prior to conversion, the
                                         definition of “Outstanding” in the MLP partnership agreement shall remain
                                         as provided in the current MLP partnership agreement and shall not be modified or amended
                                         as provided above;









 





 



7 “Material
Breach” to be defined in Definitive Documents.


8 Cure periods to
be agreed in Definitive Documents.


 


Exhibit B
Form of Transfer Agreement


 






     


     


    

 


EXECUTION
VERSION


 


		§	The
                                         general partner of MLP and OpCo shall be a single entity and shall not be changed without
                                         the consent of a majority of the New Class B Units; and



 


		§	The
                                         New Class B Units will have customary anti-dilution protections, including with
                                         respect to the conversion factors set forth in Exhibit A.



 


Further,
the New Class B Units shall be permitted to designate one (1) independent director to the Board of Directors of Ferrellgas, Inc.,
which director(s) shall be acceptable to OpCo and MLP, which acceptance shall not be unreasonably withheld (the “New
Class B Independent Directors”). The New Class B Independent Directors shall receive notice of and be afforded
an opportunity to attend and participate in each board meeting.


 


The New
Class B Independent Directors shall not be affiliated with any Consenting Noteholder and, following the expiration of the
terms of the initial New Class B Independent Directors, subsequent New Class B Independent Directors shall be selected
by 66.67% of the New Class B Units (and such subsequent New Class B Independent Directors shall not be affiliated with
any Consenting Noteholder).


 


Exhibit
B Form of Transfer Agreement


 






     


     


    

 


EXECUTION
VERSION


 


Exhibit B


 


Form of
Transfer Agreement


 


Exhibit B
Form of Transfer Agreement


 









     


     


    

 


EXECUTION
VERSION


TRANSFER
AGREEMENT


 


The
undersigned (“Transferee”) hereby acknowledges that it has read and understands the Transaction Support
Agreement dated as of __________ (the “Agreement”),9
by and among the Company Parties and the Consenting Noteholders, including the transferor to the Transferee of any
2020 Note Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions
thereof to the extent the Transferor was thereby bound, and shall be deemed a “Consenting Noteholder”)
under the Agreement.


 


The
Transferee specifically agrees to be bound by the terms and conditions of the Agreements and makes all representations and warranties
contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote
was case before the effectiveness of the Transfer discussed in this Transfer Agreement.


 


Dated Executed:
 ___________________


 


	Name: 	 




Title:


 


Address:


 


E-mail Address(es):


 


Aggregate
Amounts of 2020 Note Claims Beneficial Owned or Managed: ______________________


 





 



9 Capitalized terms
not otherwise defined in this Transfer Agreement shall have the meanings ascribed thereto in the Agreement.


 


Exhibit B
Form of Transfer Agreement


 






     


     


    

 


EXECUTION
VERSION


 


Exhibit C


 


Form of
Joinder


 


Exhibit C
Form of Joinder


 






     


     


    

 


EXECUTION
VERSION


 


JOINDER


 


The
undersigned (“Joinder Party”) hereby acknowledges that it has read and understands the Transaction Support
Agreement, dated as of _________ (the “Agreement”),1
by and among the Company Parties and the Consenting Noteholders and agrees to be bound by the terms and conditions
thereof to the extent the other Parties are thereby bound, and shall be deemed a “Consenting Noteholder”)
under the terms of the Agreement.


 


The
Joinder Party specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties
contained therein as of the date of this joinder and any further date specified in the Agreement.


 


Dated Executed:
 ___________________


 


	Name: 	 


Title:


 


Address:


 


E-mail Address(es):


 


Aggregate
Amounts of 2020 Note Claims Beneficial Owned or Managed: ______________________


 





 



1 Unless otherwise
defined herein, all capitalized terms shall have the meanings ascribed thereto in the Agreement.


 


Exhibit C
Form of Joinder