EX-10.1






AMENDMENT NO. 3 TO CREDIT AGREEMENT




This Amendment No. 3 to Credit Agreement, dated as of June 6, 2014 (this “Amendment”),
is among Ferrellgas, L.P., a Delaware limited partnership (the “Borrower”), Ferrellgas,
Inc., a Delaware corporation and sole general partner of the Borrower (the “General
Partner”), Bank of America, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”), Swing Line Lender and L/C Issuer, and the Lenders party hereto.



INTRODUCTION





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






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





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



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



Section 2 Amendments to Original Agreement.



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




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




“Amendment No. 1 Effective Date” means September 23, 2011.




“Amendment No. 3 Effective Date” means June 6, 2014.




“Consolidated Net Tangible Assets” means, at any date of
determination, the total amount of consolidated assets of the Borrower and its
Restricted Subsidiaries after deducting therefrom: (a) all current liabilities
(excluding (i) any current liabilities that by their terms are extendable or
renewable at the option of the obligor thereon to a time more than 12 months after
the time as of which the amount thereof is being computed, and (ii) current
maturities of long-term debt); and (b) the value (net of any applicable reserves) of
all goodwill, trade names, trademarks, patents and other like intangible assets, all
as set forth, or on a pro forma basis would be set forth, on the consolidated
balance sheet of the Borrower and its Restricted Subsidiaries for the most recently
completed fiscal quarter, prepared in accordance with GAAP.




(ii) amending the definition of “Available Cash” in its entirety to read as follows:



“Available Cash” has the meaning given to such term in the
Partnership Agreement, as amended to and including April 7, 2004.




(iii) amending the definition of “Consolidated EBITDA” by inserting the following
before the last period:




plus (d) at the Borrower’s option, Material Project EBITDA Adjustments as
provided below.




As used herein, “Material Project EBITDA Adjustments” means (a) with
respect to the construction or expansion of any capital project of the Borrower, any
of its Restricted Subsidiaries, including projects in process with a Restricted
Subsidiary upon its acquisition, the aggregate capital cost of which (inclusive of
capital costs expended prior to the acquisition thereof) is reasonably expected by
the Borrower to exceed, or exceeds, with respect to the Borrower or any of its
Restricted Subsidiaries, $10,000,000 (a “Material Project”) and (b) with
respect to assets included in an Acquisition permitted under Section 7.03(h) for
which the anticipated contributions to Consolidated EBITDA are not fully reflected
in the Consolidated EBITDA determined on a pro forma basis for such Acquisition in
Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio, and Consolidated
Senior Secured Leverage Ratio (a “Material Acquisition Project”):




(A) prior to the date on which a Material Project or a Material
Acquisition Project has achieved commercial operation (the “Commercial
Operation Date”) (but including the fiscal quarter in which such
Commercial Operation Date occurs), a percentage (based on the then-current
completion percentage of such Material Project or percentage of full
anticipated operation of a Material Acquisition Project as of the date of
determination) of an amount to be approved by Administrative Agent as the
projected Consolidated EBITDA attributable to such Material Project for the
first 12-month period following the scheduled Commercial Operation Date of
such Material Project or Material Acquisition Projection (such amount to be
determined based upon projected revenues from customer contracts, projected
revenues that are determined by the Administrative Agent, in its reasonable
discretion, to otherwise be highly probable, the creditworthiness and
applicable projected production of the prospective customers, capital and
other costs, operating and administrative expenses, scheduled Commercial
Operation Date (to be no more than 18 months from the fiscal quarter in
which such Material Project EBITDA Adjustment is initially proposed),
commodity price assumptions and other factors deemed appropriate by
Administrative Agent), which may, at the Borrower’s option, be added to
actual Consolidated EBITDA for the fiscal quarter in which construction or
expansion of such Material Project commences or the date on which the
Material Acquisition Project is acquired and for each fiscal quarter
thereafter until the Commercial Operation Date of such Material Project or
Material Acquisition Project (including the fiscal quarter in which such
Commercial Operation Date occurs, but net of any actual Consolidated EBITDA
attributable to such Material Project or Material Acquisition Project
following such Commercial Operation Date); provided that if the
actual Commercial Operation Date does not occur by the scheduled Commercial
Operation Date, then the foregoing amount shall be reduced, for quarters
ending after the scheduled Commercial Operation Date to (but excluding) the
first full quarter after its Commercial Operation Date, by the following
percentage amounts depending on the period of delay (based on the period of
actual delay or then-estimated delay, whichever is longer): (i) 90 days or
less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii)
longer than 180 days but not more than 270 days, 50%, (iv) longer than 270
days but not more than 365 days, 75%, and (v) longer than 365 days, 100%;
and




(B) beginning with the first full fiscal quarter following the
Commercial Operation Date of a Material Project or a Material Acquisition
Project and for the two immediately succeeding fiscal quarters, an amount
equal to the projected Consolidated EBITDA attributable to such Material
Project or Material Acquisition Project for the balance of the four full
fiscal quarter period following such Commercial Operation Date, which may,
at the Borrower’s option, be added to actual Consolidated EBITDA for such
fiscal quarters.




Notwithstanding the foregoing:




(i) no such Material Project EBITDA Adjustment shall be allowed with respect to
any Material Project or Material Acquisition Project unless:




	 	(a)	 	at least 30 days (or such lesser
period as is reasonably acceptable to the Administrative Agent)
prior to the last day of the fiscal quarter for which the
Borrower desires to commence inclusion of such Material Project
EBITDA Adjustment in Consolidated EBITDA with respect to a
Material Project or Material Acquisition Project (the
“Initial Quarter”), the Borrower shall have delivered to
Administrative Agent written pro forma projections of
Consolidated EBITDA attributable to such Material Project or
Material Acquisition Project, and






	 	(b)	 	prior to the last day of the
Initial Quarter, Administrative Agent shall have approved (such
approval not to be unreasonably withheld) such projections and
shall have received such other information and documentation as
Administrative Agent may reasonably request, all in form and
substance satisfactory to Administrative Agent, and






(ii) the aggregate amount of all Material Project EBITDA Adjustments during any
period shall be limited to 15% of the total actual Consolidated EBITDA for such
period (which total actual Consolidated EBITDA shall be determined without including
any Material Project EBITDA Adjustments)




(iv) amending clause (f) of the definition of “Consolidated Funded Indebtedness in its
entirety as follows:




(f) all outstanding Indebtedness of the types referred to in clauses (a) through (e)
above of (i) any partnership in which the Borrower or a Restricted Subsidiary is a
general partner or (ii) any other entity the ownership of which results in the
holder of such entity’s Indebtedness to have recourse to the Borrower or a
Restricted Subsidiary, unless, in each case, such Indebtedness is expressly made
non-recourse to the Borrower or such Restricted Subsidiary;




(v) amending the definition of “Consolidated Interest Coverage Ratio” in its entirety
as follows:




“Consolidated Interest Coverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest
Charges, in each case, of or by the Borrower and its Restricted Subsidiaries on a
consolidated basis for the most recently completed Measurement Period. In the event
that the Borrower or any of the Restricted Subsidiaries (i) incurs, assumes or
guarantees any Indebtedness (other than revolving credit borrowings including, with
respect to the Borrower, the Loans and other than Indebtedness under the Accounts
Receivable Securitizations permitted by this Agreement), or (ii) redeems or repays
any Indebtedness (excluding Indebtedness under the Accounts Receivable
Securitizations permitted by this Agreement), in any case subsequent to the
commencement of the Measurement Period but prior to the date of the event for which
the calculation of the Consolidated Interest Coverage is made (the “Interest
Coverage Ratio Calculation Date”), then the Consolidated Interest Coverage shall
be calculated giving pro forma effect to such incurrence, assumption, guarantee,
redemption or repayment of Indebtedness as if the same had occurred at the beginning
of the applicable reference period. Furthermore, in the event that the Borrower or
any of the Restricted Subsidiaries consummates an Investment, purchase or
acquisition permitted under Section 7.03(b) or (h) or a Disposition
permitted under Section 7.05(h) during a Measurement Period or subsequent to
the end of such Measurement Period but prior to the date of the event for which the
calculation of the Consolidated Interest Coverage is made, then the Consolidated
Interest Coverage Ratio shall be calculated giving pro forma effect to such
Investment, purchase or acquisition or to such Disposition, as the case may be, as
though such transaction occurred on the first day of such Measurement Period;
provided that with respect to the Borrower and the Restricted Subsidiaries,
(a) Consolidated Interest Charges shall be reduced by amounts attributable to
businesses or assets that are so disposed of or discontinued only to the extent that
the obligations giving rise to such Consolidated Interest Charges would no longer be
obligations contributing to the Consolidated Interest Charges of the Borrower or the
Restricted Subsidiaries subsequent to Interest Coverage Ratio Calculation Date, (b)
Consolidated EBITDA generated by an acquired business or asset of the Borrower or
the Restricted Subsidiaries shall be determined by the actual gross profit (revenues
minus costs of goods sold) of such acquired business or asset during the immediately
preceding number of full fiscal quarters as are in applicable Measurement Period
minus the pro forma expenses that would have been incurred by the Borrower and the
Restricted Subsidiaries in the operation of such acquired business or asset during
such period computed on the basis of (i) personnel expenses for employees retained
by the Borrower and the Restricted Subsidiaries in the operation of the acquired
business or asset and (ii) non-personnel costs and expenses incurred by the Borrower
and the Restricted Subsidiaries and, in the case of an acquired propane distribution
business, on a per gallon basis in the operation of the Borrower’s business at
similarly situated Borrower facilities, (c) in the case of an Investment, purchase
or acquisition other than a propone distribution business acquisition, giving effect
to any anticipated costs savings or reduction in expenses or interest expense
calculated in good faith by the Borrower and supported by reasonably detailed
calculations provided to the Administrative Agent and (d) in connection with any
Material Acquisition, in lieu of the pro forma adjustments provided in the
immediately preceding clauses (a), (b), and (c), if requested by the Borrower,
Consolidated Interest Charges and Consolidated EBITDA may be subject to such pro
forma adjustments reasonably acceptable to the Administrative Agent.




(vi) amending the definition of “Consolidated Leverage Ratio” in its entirety as
follows:




“Consolidated Leverage Ratio” means, as of any date of determination,
the ratio of (a) Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA of the Borrower and its Restricted Subsidiaries on a
consolidated basis for the most recently completed Measurement Period. In the event
that the Borrower or any of the Restricted Subsidiaries (i) incurs, assumes or
guarantees any Indebtedness (other than revolving credit borrowings including, with
respect to the Borrower, the Loans and other than Indebtedness under the Accounts
Receivable Securitizations permitted by this Agreement) or (ii) redeems or repays
any Indebtedness (excluding Indebtedness under the Accounts Receivable
Securitizations permitted by this Agreement), in any case subsequent to the
commencement of the Measurement Period but prior to the date of the event for which
the calculation of the Consolidated Leverage Ratio is made (the “Leverage Ratio
Calculation Date”), then the Consolidated Leverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, guarantee, redemption or
repayment of Indebtedness as if the same had occurred at the beginning of the
applicable reference period. Furthermore, in the event that the Borrower or any of
the Restricted Subsidiaries consummates an Investment, purchase or acquisition
permitted under Sections 7.03(b) or (h) or a Disposition permitted under
Section 7.05(h) during a Measurement Period or subsequent to the end of the
Measurement Period but prior to the date of the event for which the calculation of
the Consolidated Leverage Ratio is made, then the Consolidated Leverage Ratio shall
be calculated giving pro forma effect to such Investment, purchase or acquisition or
to such Disposition, as the case may be, as though such transaction occurred on the
first day of such Measurement Period; provided that with respect to the
Borrower and the Restricted Subsidiaries, (a) Consolidated Funded Indebtedness shall
be reduced by amounts attributable to businesses or assets that are so disposed of
or discontinued only to the extent that the Indebtedness included in such
Consolidated Funded Indebtedness would no longer be obligations of the Borrower or
the Restricted Subsidiaries subsequent to the Leverage Ratio Calculation Date, (b)
Consolidated EBITDA generated by an acquired business or asset of the Borrower or
the Restricted Subsidiaries shall be determined by the actual gross profit (revenues
minus costs of goods sold) of such acquired business or asset during the immediately
preceding number of full fiscal quarters as are in applicable Measurement Period
minus the pro forma expenses that would have been incurred by the Borrower and the
Restricted Subsidiaries in the operation of such acquired business or asset during
such period computed on the basis of (i) personnel expenses for employees retained
by the Borrower and the Restricted Subsidiaries in the operation of the acquired
business or asset and (ii) non-personnel costs and expenses incurred by the Borrower
and the Restricted Subsidiaries and, in the case of the acquisition of a propane
distribution business on a per gallon basis in the operation of the Borrower’s
business at similarly situated Borrower facilities, (c) in the case of an
Investment, purchase or acquisition other than a propone distribution business
acquisition, giving effect to any anticipated costs savings or reduction in expenses
or interest expense calculated in good faith by the Borrower and supported by
reasonably detailed calculations provided to the Administrative Agent, and (d) in
connection with any Material Acquisition, in lieu of the pro forma adjustments
provided in the immediately preceding clauses (a), (b), (c), if requested by the
Borrower, Consolidated Funded Indebtedness and Consolidated EBITDA may be subject to
such pro forma adjustments reasonably acceptable to the Administrative Agent.




(vii) amending the definition of “Consolidated Net Income” in its entirety as follows:




“Consolidated Net Income” means, at any date of determination, the net
income (or loss) of the Borrower and its Restricted Subsidiaries on a consolidated
basis for the most recently completed Measurement Period; provided that
Consolidated Net Income shall exclude (a) extraordinary gains for such Measurement
Period, (b) the net income of any Restricted Subsidiary during such Measurement
Period to the extent that the declaration or payment of dividends or similar
distributions by such Restricted Subsidiary of such income is not permitted by
operation of the terms of its Organization Documents or any agreement, instrument or
Law applicable to such Restricted Subsidiary during such Measurement Period, except
that the aggregate amount of cash actually distributed by such Person during such
Measurement Period to the Borrower or a Restricted Subsidiary as a dividend or other
distribution (and in the case of a dividend or other distribution to a Restricted
Subsidiary, such Restricted Subsidiary is not precluded from further distributing
such amount to the Borrower as described in clause (b) of this proviso) shall be
included without duplication in Consolidated Net Income, and (c) any income (or
loss) for such Measurement Period of any Person if such Person is not a Restricted
Subsidiary, except that the aggregate amount of cash actually distributed by such
Person during such Measurement Period to the Borrower or a Restricted Subsidiary as
a dividend or other distribution (and in the case of a dividend or other
distribution to a Restricted Subsidiary, such Restricted Subsidiary is not precluded
from further distributing such amount to the Borrower as described in clause (b) of
this proviso) shall be included in Consolidated Net Income; provided further
that, Consolidated Net Income shall include extraordinary losses for such
Measurement Period and exclude the cumulative effect of a change in accounting
principles.




(viii) amending the definition of “Consolidated Senior Secured Leverage Ratio” in its
entirety as follows:




“Consolidated Senior Secured Leverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated Funded Senior Secured Indebtedness as
of such date to (b) Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries on a consolidated basis for the most recently completed Measurement
Period. In the event that the Borrower or any of the Restricted Subsidiaries (i)
incurs, assumes or guarantees any Consolidated Funded Senior Secured Indebtedness
(other than revolving credit borrowings including, with respect to the Borrower, the
Loans) or (ii) redeems or repays any such Indebtedness, in any case subsequent to
the commencement of the Measurement Period but prior to the date of the event for
which the calculation of the Consolidated Senior Secured Leverage Ratio is made (the
“Senior Leverage Ratio Calculation Date”), then the Consolidated Senior
Secured Leverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, guarantee, redemption or repayment of Indebtedness as if
the same had occurred at the beginning of the applicable reference period.
Furthermore, in the event that the Borrower or any of the Restricted Subsidiaries
consummates an Investment, purchase or acquisition permitted under Sections
7.03(b) and (h) or a Disposition permitted under Section 7.05(h) during
a Measurement Period or subsequent to the end of the Measurement Period but prior to
the date of the event for which the calculation of the Consolidated Senior Secured
Leverage Ratio is made, then the Consolidated Senior Secured Leverage Ratio shall be
calculated giving pro forma effect to such Investment, purchase or acquisition or to
such Disposition, as the case may be, as though such transaction occurred on the
first day of such Measurement Period; provided that with respect to the
Borrower and the Restricted Subsidiaries, (a) Consolidated Funded Senior Secured
Indebtedness shall be reduced by amounts attributable to businesses or assets that
are so disposed of or discontinued only to the extent that the Consolidated Funded
Indebtedness included in such Consolidated Funded Senior Secured Indebtedness would
no longer be obligations of the Borrower or the Restricted Subsidiaries subsequent
to the Senior Leverage Ratio Calculation Date(b) Consolidated EBITDA generated by an
acquired business or asset of the Borrower or the Restricted Subsidiaries shall be
determined by the actual gross profit (revenues minus costs of goods sold) of such
acquired business or asset during the immediately preceding number of full fiscal
quarters as are in applicable Measurement Period minus the pro forma expenses that
would have been incurred by the Borrower and the Restricted Subsidiaries in the
operation of such acquired business or asset during such period computed on the
basis of (i) personnel expenses for employees retained by the Borrower and the
Restricted Subsidiaries in the operation of the acquired business or asset and (ii)
non-personnel costs and expenses incurred by the Borrower and the Restricted
Subsidiaries and, in the case of the acquisition of a propane distribution business
on a per gallon basis in the operation of the Borrower’s business at similarly
situated Borrower facilities, (c) in the case of an Investment, purchase or
acquisition other than a propone distribution business acquisition, giving effect to
any anticipated costs savings or reduction in expenses or interest expense
calculated in good faith by the Borrower and supported by reasonably detailed
calculations provided to the Administrative Agent, and (d) in connection with any
Material Acquisition, in lieu of the pro forma adjustments provided in the
immediately preceding clauses (a), (b), (c), if requested by the Borrower,
Consolidated Funded Indebtedness and Consolidated EBITDA may be subject to such pro
forma adjustments reasonably acceptable to the Administrative Agent.




(ix) amending the last paragraph of the definition of “Indebtedness” in its entirety as
follows:




For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of (i) any partnership in which such Person is a general partner or
(ii) any other entity the ownership of which results in the holder of such entity’s
Indebtedness to have recourse to such Person, unless, in each case, such
Indebtedness is expressly made non-recourse to such Person. The amount of any net
obligation under any Swap Contract on any date shall be deemed to be the Swap
Termination Value thereof as of such date.




(x) amending clause (a) of the definition of “Material Adverse Effect” in its entirety
as follows:



(a) a material adverse effect upon the operations, business, properties, or
financial condition) of the Borrower or the Borrower and its Subsidiaries
taken as a whole;




(xi) amending clause (c) of the definition of “Permitted Unsecured Debt” by deleting
“and” at the end of such clause.




(xii) amending the definition of “Sanction(s)” by replacing “Treasury” with
“Treasurer”.




(xiii) amending the definition of “Solvent” and “Solvency” by inserting the following
at the end of such definition:




In determining whether a Person is “Solvent” all rights of contribution of each
Loan Party against other Loan Parties under the guaranty of the Obligations, at law,
in equity or otherwise shall be taken into account.




(xiv) amending the definition of “SPE” by replacing “Non-Recourse” with “Unrestricted”.




(xv) replacing clauses (d) and (e) of the definition of “Unrestricted Subsidiary” with:




(d) Blue Rhino Canada, Inc., a Delaware corporation, (e) Ferrellgas Finance Corp., a
Delaware corporation, and (f) any Non-Recourse Subsidiary designated by the Borrower
in writing to the Administrative Agent as an Unrestricted Subsidiary.



(b) Section 2.14(a) of the Original Agreement is hereby amended by replacing “$100,000,000”
with “$200,000,000”.



(c) Section 3.04(b) of the Original Agreement is hereby amended by replacing “capital
requirements” with “capital requirements and liquidity” and by replacing “capital adequacy” with
“capital adequacy and liquidity”.



(d) Section 5.05(d) of the Original Agreement is hereby amended by deleting “Amendment No. 2
or ”.



(e) Section 5.11 of the Original Agreement is hereby amended by deleting the last sentence
thereof.



(f) Section 5.15 of the Original Agreement is hereby amended by replacing “furnished)
contains” with “furnished), when taken as a whole, contains”.



(g) Section 5.17 of the Original Agreement is hereby amended by replacing “held by any other
Person” with “held by any other Person, except to the extent such conflicts, either individually or
in the aggregate, which could not reasonably be expected to have a Material Adverse Effect.”



(h) Section 6.04 of the Original Agreement is hereby amended in its entirety as follows:




6.04 Payment of Obligations. Pay and discharge as the same shall become due and
payable, (a) all material tax liabilities, assessments and governmental charges or levies
upon it or its properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the Borrower or such Subsidiary and (b) all lawful claims which, if
unpaid, would by law become a Lien upon its property that would not constitute a Permitted
Lien.



(i) Section 6.12(a)(ii)(3) of the Original Agreement is hereby amended by replacing “by the
terms” with “by, or not required to be subject to be collateral or subject to a perfected security
interest under, the terms”.



(j) Section 6.14 of the Original Agreement is hereby amended in its entirety as follows:
“Reserved”.



(k) Sections 7.02(g) and 7.02(i) of the Original Agreement are hereby amended by replacing
“exceed $25,000,000” with “exceed the greater of 5% of Consolidated Net Tangible Assets and
$25,000,000”.



(l) Section 7.03(b) of the Original Agreement is hereby amended in its entirety as follows:




(b) (i) Investments by the Borrower and its Subsidiaries in a Person that is a Restricted
Subsidiary, and




(ii) any Investment (other than an Investment consisting of Guarantees) in Persons
(other than a Person that is or becomes a Restricted Subsidiary of the Borrower) to the
extent not otherwise permitted by the foregoing clauses of this Section, provided
that, (A) no Default or Event of Default shall exist prior to or immediately after
giving effect to any such Investment, (B) the Borrower and its Restricted Subsidiaries shall
be in pro forma compliance with all of the covenants set forth in Section 7.11
immediately after giving effect to such Investment, and (C) if immediately after giving
effect to such Investment the pro forma Consolidated Leverage Ratio would be greater than
5.0 to 1.0, then the aggregate amount of all such Investments made after the Amendment No. 3
Effective Date shall not exceed $250,000,000;



(m) Section 7.03(h)(iv) is hereby amended by replacing “shareholders equity” with
“shareholders’ equity”.



(n) Section 7.04 of the Original Agreement is hereby amended in its entirety as follows:




7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another
Person, or Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person, except that, so long as no Default exists or would result therefrom:




(a) any Restricted Subsidiary may merge with, or dissolve into or liquidate into, (i)
the Borrower, provided that the Borrower shall be the continuing or surviving
Person, or (ii) any one or more other Restricted Subsidiaries;




(b) any Restricted Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to another Restricted
Subsidiary); provided, that if the transferor in any such a transaction is a
Guarantor, then the transferee must either be the Borrower or Guarantor;




(c) any Restricted Subsidiary may merge with any other Person in order to effect an
Investment permitted pursuant to Section 7.03; provided that the continuing
or surviving Person shall be a Restricted Subsidiary, which together with each of its
Subsidiaries, shall have complied with the requirements of Section 6.12;




(d) subject to the provisions in Sections 7.03 and 7.07, each of the
Borrower and any of its Restricted Subsidiaries may merge into or consolidate with any other
Person or permit any other Person to merge into or consolidate with it; provided
that in each case, immediately after giving effect thereto (i) in the case of any such
merger to which the Borrower is a party, the Borrower is the surviving entity and (ii) in
the case of any such merger to which any Loan Party (other than the Borrower) is a party,
such Loan Party is the surviving entity;




(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose and
effect of which is to consummate a Disposition permitted pursuant to Section 7.05;
and




(f) Restricted Subsidiary may merge with an Unrestricted Subsidiary, provided
that a Restricted Subsidiary shall be the continuing or surviving Person.



(o) Section 7.05 of the Original Agreement is hereby amended in its entirety as follows:




7.05 Dispositions. Make any Disposition or enter into any agreement to make any
Disposition, except:




(a) Dispositions of obsolete or worn out property, whether now owned or hereafter
acquired and Dispositions in the ordinary course of business of property no longer used or
useful in the conduct of the business of the Borrower and its Restricted Subsidiaries;




(b) Dispositions of inventory or cash equivalents or immaterial assets in the ordinary
course of business;




(c) Dispositions of fixtures or equipment in the ordinary course of business to the
extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably promptly
applied to the purchase price of such replacement property;




(d) Dispositions of property by any Restricted Subsidiary to the Borrower or to a
wholly-owned Restricted Subsidiary;




(e) Dispositions permitted by Section 7.01, 7.04 or 7.06;




(f) sales or transfers of Securitization Assets by the Borrower or any Restricted
Subsidiary to an SPE and by an SPE to any other Person in connection with any Accounts
Receivable Securitization permitted by Section 7.02(h);




(g) Dispositions of property acquired by the Borrower or any Subsidiary after the
Closing Date pursuant to sale-leaseback transactions; provided that the applicable
sale-leaseback transaction (i) occurs within ninety (90) days after the acquisition or
construction (as applicable) of such property and (ii) is made for cash consideration not
less than the cost of acquisition or construction of such property;




(h) Leases, subleases, licenses or sublicenses (including the provision of software
under an open source license), easements, rights of way or similar rights or encumbrances in
each case in the ordinary course of business and which do not materially interfere with the
business of the Borrower and its Restricted Subsidiaries;




(i) transfers of property that has suffered a casualty (constituting a total loss or
constructive total loss of such property) upon receipt of the insurance proceeds of such
casualty;




(j) Dispositions of Investments in joint ventures to the extent required by, or made
pursuant to customary buy/sell arrangements between, the joint venture parties set forth in
joint venture arrangements and similar binding arrangements;




(k) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise
permitted under this Section 7.05; provided that:




(i) at the time of such Disposition, no Default shall exist or would result
from such Disposition;




(ii) if such Disposition includes the Equity Interests of a Restricted
Subsidiary, then 100% of the issued and outstanding Equity Interests of such
Restricted Subsidiary must be included in such Disposition;




(iii) if the fair market value of assets subject to any such Disposition or
related series of Dispositions exceeds, in the aggregate, $25,000,000 (a
“Material Disposition”), then at least 75% of the consideration therefor
received by the Borrower or such Restricted Subsidiary must be in the form of cash;
provided, however, that the amount of (1) any liabilities (as shown on the
Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes
thereto), of the Borrower or any Restricted Subsidiary (other than liabilities that
are by their terms subordinated in right of payment to the Obligations) that are
assumed by the transferee of any such assets and (2) any notes or other obligations
received by the Borrower or any such Restricted Subsidiary from such transferee that
are immediately converted by the Borrower or such Restricted Subsidiary into cash
(to the extent of the cash received), shall be deemed to be cash for purposes of
this provision;




(iv) if such Disposition is a Material Disposition, then the Borrower must
apply the net cash proceeds received therefrom in excess of $25,000,000 by the
Borrower or such Restricted Subsidiary within 360 days of such receipt (or within
180 days with respect to any such net cash proceeds in excess of $50,000,000) (i) to
the acquisition of substantially similar assets so disposed of or other
Reinvestments or purchases of operating assets permitted by this Agreement, or (ii)
to the extent not applied pursuant to the immediately preceding clause (i), to
prepay the Loans (and the Aggregate Commitments shall be automatically and
permanently reduced by such amount); and




(v) if the fair market value of assets subject to any such Disposition or
related series of Dispositions exceeds the aggregate amount of $50,000,000, then
immediately after giving effect to such Disposition and to the application of the
proceeds thereof, the Borrower must be in compliance on a pro forma basis with
Section 7.11 of this Agreement, calculated for the most recent four fiscal
quarter period for which the financial statements described in Section
6.01(a) and (b) are available to the Lenders, as evidenced by a
certificate signed by a Responsible Officer of the General Partner delivered to the
Administrative Agent prior to consummating such Disposition in reasonable detail
reflecting compliance with the foregoing requirements.



(p) Section 7.06 of the Original Agreement is hereby amended by




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



(a) each Subsidiary may make Restricted Payments to the Borrower, the
Guarantors and any other Person that owns an Equity Interest in such
Subsidiary, ratably according to their respective holdings of the type of
Equity Interest in respect of which such Restricted Payment is being made;



	 	 	 
	(ii)

(iii)

(iv)
	 	by deleting “and” at the end of clause (d);

by re-lettering existing clause (e) as clause (f);

by inserting the following as new clause (e);

Restricted Payments permitted under Section 7.14; and

	 	 	 








(v) and replacing “any Restricted Payment is made,” in the last sentence of Section
7.06 with “any Restricted Payment is made under Section 7.06(f),”.



(q) Section 7.07 of the Original Agreement of the Original Agreement is hereby amended in its
entirety as follows:



7.07 Change in Nature of Business. Engage in any material line of business
substantially different from (a) those lines of business conducted by the Borrower
and its Subsidiaries on the Third Amendment Effective Date, (b) midstream energy
operations, including oil, natural gas, natural gas liquids and related products
gathering, treating, processing, terminaling, storage, transportation and marketing,
compression services, or waste water disposal services, or (c) any business
substantially related, incidental or ancillary to the businesses described in the
foregoing clauses (a) and (b).



(r) Section 7.08 of the Original Agreement is hereby amended by




(i) replacing “Affiliates, (e)” with “Affiliates, and (e)”; and




(ii) deleting the last proviso in Section 7.08.



(s) Section 7.14 of the Original Agreement is hereby amended by replacing “Section
7.06(e)” with “Section 7.06(f)”.



(t) Section 8.01 of the Original Agreement is hereby amended by




(i) replacing “Any Loan Party or any Subsidiary” with “Any Loan Party or any
Restricted Subsidiary” in clause (e);




(ii) replacing “; or” with “.” at the end of clause (l); and




(iii) deleting in its entirety clause (m).



Section 3 Conditions to Effectiveness. This Amendment shall become effective as of
the date first above written when and only when:



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




(i) an original counterpart to this Amendment, duly executed by all parties hereto;




(ii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Administrative Agent
may reasonably require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this Amendment
and the other Loan Documents to which such Loan Party is a party or is to be a party; and




(iii) a certificate signed by a Responsible Officer of the General Partner certifying
that no Default exists on the date hereof.



(b) The Borrower shall have paid, in connection with the Loan Documents, all recording,
handling, legal, and other fees or payments required to be paid to the Administrative Agent or any
Lender pursuant to any Loan Documents for which an invoice has been received at least one business
day before the date hereof.



Section 4 Confirmation; Representations and Warranties.



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



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



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



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



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



Section 5 Miscellaneous.



(a) Waiver of Time Period of Response. In connection with the delivery of any notice
of a request for an increase in the Facility amount to be effective on the date of this Amendment,
each Lender hereby waives the minimum ten Business Day response period provided for in Section
2.14(a) of the Credit Agreement and hereby consents to any request that each Lender respond by a
date no earlier than June 4, 2014 to such request for an increase in the Facility amount.



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



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



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



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



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



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



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



	 	 	 
	FERRELLGAS, L.P.
By: Ferrellgas, Inc., as its General Partner

	By:

	 	     
	Name:

	 	James R. VanWinkle
	Title:

	 	Executive Vice President and Chief Financial Officer






	 	 	 
	FERRELLGAS, INC.

	By:

	 	     
	Name:

	 	James R. VanWinkle
	Title:

	 	Executive Vice President and Chief Financial Officer






	 
	

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

	By:

	Name:

	Title:







	 
	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender

	By:

	Name:

	Title:








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




By:

Name:

Title:




1




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




By:

Name:

Title:




2




FIFTH THIRD BANK, as a Lender




By:

Name:

Title:




3




BMO HARRIS BANK N.A., as a Lender




By:

Name:

Title:





By:

Name:

Title:




4




THE PRIVATEBANK & TRUST COMPANY, as a Lender




By:

Name:

Title:



SUNTRUST BANK, as a Lender




By:

Name:

Title:




5




CAPITAL ONE, N.A., as a Lender




By:

Name:

Title:




6




PNC BANK, NATIONAL ASSOCIATION, as a Lender and an




L/C Issuer




By:

Name:

Title:




7




U.S. BANK NATIONAL ASSOCIATION, as a Lender




By:

Name:

Title:




CONSENT AND AGREEMENT




The undersigned hereby (i) consents to the provisions of the Amendment No. 3 to Credit
Agreement (the “Third Amendment”) and the transactions contemplated herein, (ii) ratifies
and confirms its Amended and Restated Guaranty dated as of October 21, 2013, as amended,
supplemented, or restated (“Guaranty”), made by it for the benefit of the Administrative
Agent and the Lenders, executed pursuant to the Credit Agreement and the other Loan Documents,
(iii) agrees that all of its obligations and covenants thereunder shall remain unimpaired by the
execution and delivery of the Third Amendment and the other documents and instruments executed in
connection herewith, and (iv) agrees that its Guaranty and the other Loan Documents shall remain in
full force and effect.



	 	 	 
	FERRELLGAS, INC.

By:       

Name: James R. VanWinkle

Title: Executive Vice President and Chief

Financial Officer

	 	BLUE RHINO GLOBAL SOURCING, INC.

By:      

Name: James R. VanWinkle

Title: Executive Vice President and Chief

Financial Officer
	SABLE ENVIRONMENTAL, LLC

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

By: Ferrellgas, Inc., as its general partner

By:       

Name: James R. VanWinkle

Title: Executive Vice President and Chief

Financial Officer

	 	SABLE ENVIRONMENTAL SWD 2, LLC

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

By: Ferrellgas, Inc., as its general partner

By:      

Name: James R. VanWinkle

Title: Executive Vice President and Chief

Financial Officer







8