EX-4.2






EXHIBIT 4.2




EXECUTION VERSION




REGISTRATION RIGHTS AGREEMENT




by and among




Ferrellgas, L.P.

Ferrellgas Finance Corp.




and




Banc of America Securities LLC

J.P. Morgan Securities Inc.

BNP Paribas Securities Corp.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Fifth Third Securities, Inc.

SG Americas Securities, LLC

Wells Fargo Securities, LLC




Dated as of August 4, 2008




1




REGISTRATION RIGHTS AGREEMENT




This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 4,
2008, by and among Ferrellgas, L.P., a Delaware limited partnership (the “Company”), Ferrellgas
Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the
“Issuers”), and Banc of America Securities LLC, J.P. Morgan Securities Inc., BNP Paribas Securities
Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Fifth Third Securities,
Inc., SG Americas Securities, LLC and Wells Fargo Securities, LLC (collectively, the “Initial
Purchasers”), each of whom has agreed to purchase the Issuers’ 63/4% Senior Notes due 2014 (the
“Securities”) pursuant to the Purchase Agreement (as defined below).



This Agreement is made pursuant to the Purchase Agreement, dated July 30, 2008 (the “Purchase
Agreement”), among the Issuers and the Initial Purchasers (i) for the benefit of the Initial
Purchasers and (ii) for the benefit of the holders from time to time of Transfer Restricted
Securities (as defined below), including the Initial Purchasers. In order to induce the Initial
Purchasers to purchase the Securities, the Issuers have agreed to provide the registration rights
set forth in this Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 4(i) of the Purchase Agreement.



	 	 	 
	The parties hereby agree as follows:

	SECTION 1.

	 	Definitions.






As used in this Agreement, the following capitalized terms shall have the following meanings:



Additional Interest Payment Date: With respect to the Initial Securities, each Interest
Payment Date.



Advice: As defined in the last paragraph of Section 6(c) hereof.



Agreement: As defined in the preamble hereto.



Broker-Dealer: Any broker or dealer registered under the Exchange Act.



Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



Closing Date: The date of this Agreement.



Commission: The Securities and Exchange Commission.



Company: As defined in the preamble hereto.



Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period required pursuant
to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture
of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of
Transfer Restricted Securities that were tendered by Holders thereof pursuant to the Exchange
Offer.



Exchange Act: The Securities Exchange Act of 1934, as amended.



Exchange Date: As defined in Section 3(a) hereto.



Exchange Offer: The registration by the Issuers under the Securities Act of the Exchange
Securities pursuant to a Registration Statement pursuant to which the Issuers offer the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer Restricted Securities
tendered in such exchange offer by such Holders.



Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Transfer
Restricted Securities to certain “qualified institutional buyers,” as such term is defined in Rule
144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the
Securities Act.



Exchange Securities: The 63/4% Senior Notes due 2014, of the same series under the Indenture as
the Transfer Restricted Securities, to be issued to Holders in exchange for Transfer Restricted
Securities pursuant to this Agreement.



Finance Corp.: As defined in the preamble hereto.



FINRA: Financial Industry Regulatory Authority, Inc.



Freely Tradable: Means, with respect to a Security, a Security that at any time of
determination (i) may be sold to the public in accordance with Rule 144 by a person that is not an
“affiliate” (as defined in Rule 144) of either of the Issuers where no conditions of Rule 144 are
then applicable (other than the holding period requirement in paragraph (d) of Rule 144 so long as
such holding period requirement is satisfied at such time of determination) and (ii) does not bear
any restrictive legends relating to the Securities Act.



Holders: As defined in Section 2(b) hereof.



Indemnified Holder: As defined in Section 8(a) hereof.



Indenture: The Indenture, dated as of August 4, 2008, by and among the Issuers and U.S. Bank
National Association, as trustee (the “Trustee”), pursuant to which the Securities are to be
issued, as such Indenture is amended or supplemented from time to time in accordance with the terms
thereof.



Initial Purchasers: As defined in the preamble hereto.



Initial Placement: The issuance and sale by the Issuers of the Securities to the Initial
Purchasers pursuant to the Purchase Agreement.



Interest Payment Date: As defined in the Indenture and the Securities.



Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



Registration Default: As defined in Section 5 hereof.



Registration Statement: Any registration statement of either of the Issuers relating to (a)
an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale
of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed
pursuant to the provisions of this Agreement, in each case, including the Prospectus included
therein, all amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.



Rule 144: Rule 144 as promulgated under the Securities Act.



Securities: As defined in the preamble hereto.



Securities Act: The Securities Act of 1933, as amended.



Shelf Filing Deadline: As defined in Section 4(a) hereof.



Shelf Registration Statement: As defined in Section 4(a) hereof.



Transfer Restricted Securities: The Securities; provided that the Securities shall cease to
be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration
Statement with respect to such Securities has become effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the
date on which such Securities cease to be outstanding or (iii) the date on which such Securities
are Freely Tradable.



Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



Underwritten Registration or Underwritten Offering: A registration in which securities of the
Issuers are sold to an underwriter for reoffering to the public.




SECTION 2. Securities Subject to this Agreement.



(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.




SECTION 3. Registered Exchange Offer.



(a) If any of the Securities are not Freely Tradable as of the 366th day following the Closing
Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange
Date”), then, unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the
Issuers shall (i) cause to be filed with the Commission, a Registration Statement under the
Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable
best efforts to cause such Registration Statement to become effective, (iii) in connection with the
foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary
in order to cause such Registration Statement to become effective under the Securities Act, (B) if
applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under
the Securities Act and (C) cause all necessary filings in connection with the registration and
qualification of the Exchange Securities to be made under the state securities or blue sky laws of
such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Registration Statement, promptly commence the Exchange Offer. The Exchange
Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting
registration of the Exchange Securities to be offered in exchange for the Transfer Restricted
Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as
contemplated by Section 3(c) hereof.



(b) If an Exchange Offer Registration Statement is required to be filed and declared effective
pursuant to Section 3(a) above, the Issuers shall cause the Exchange Offer Registration Statement
to be effective continuously and shall keep the Exchange Offer open for a period of not less than
the minimum period required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less than 30 days after
the date notice of the Exchange Offer is mailed to the Holders. The Issuers shall cause the
Exchange Offer to comply with all applicable federal and state securities laws. No securities
other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.
The Issuers shall use their reasonable best efforts to cause the Exchange Offer to be Consummated
by the Exchange Date; provided, however, that the Issuers shall not be required to Consummate the
Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date.



(c) The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Transfer Restricted Securities that were acquired for its own account as a result of market-making
activities or other trading activities (other than Transfer Restricted Securities acquired directly
from the Issuers), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the
Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities
Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the
Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan
of Distribution” section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto,
but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of
Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the
Commission as a result of a change in policy after the date of this Agreement.



Each of the Issuers shall use its reasonable best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a
result of market-making activities or other trading activities, and to ensure that it conforms with
the requirements of this Agreement, the Securities Act and the policies, rules and regulations of
the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days
from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the
date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.



The Issuers shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



Notwithstanding anything in this Section 3 to the contrary, the requirements to file and the
requirements to Consummate the Exchange Offer shall terminate at such time as all the Securities
are Freely Tradable.




SECTION 4. Shelf Registration.



(a) Shelf Registration. If any of the Securities are not Freely Tradable as of the Exchange
Date and either (i) the Issuers are not required to file an Exchange Offer Registration Statement
or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by
applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have
been complied with), (ii) for any reason the Exchange Offer is required by Section 3 hereof
to be but is not Consummated within one year and 90 days of the Closing Date and the Securities are
not all Freely Tradable prior to such time, or (iii) prior to the Exchange Date: (A) the Initial
Purchasers request from the Issuers with respect to Transfer Restricted Securities not eligible to
be exchanged for Exchange Securities in the Exchange Offer, (B) with respect to any Holder of
Transfer Restricted Securities such Holder notifies the Issuers that (1) such Holder is prohibited
by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder
may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a
Broker-Dealer and holds Transfer Restricted Securities acquired directly from either of the Issuers
or one of their respective affiliates or (C) in the case of any Initial Purchaser, such Initial
Purchaser notifies the Issuers it will not receive Freely Tradable Exchange Securities in exchange
for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold
allotment, then the Issuers shall




(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) on or prior to the 90th day after the date
such obligation arises but no earlier than the 366th day after the Closing Date (or if such
366th day is not a Business Day, the next succeeding Business Day) (such date being the
“Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of
all Transfer Restricted Securities the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof; and




(y) use their reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or before the 90th day after the Shelf Filing
Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day).



Each of the Issuers shall use its reasonable best efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the provisions of
Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of
Transfer Restricted Securities by the Holders of such Securities entitled to the benefit of this
Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as announced from time to
time, for a period of one year following the effective date of such Shelf Registration Statement
(or shorter period that will terminate when all the Transfer Restricted Securities covered by such
Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or are
Freely Tradable. Notwithstanding anything to the contrary, the requirements to file a Shelf
Registration Statement and to have such Shelf Registration Statement become effective and remain
effective shall terminate at such time as all of the Securities are Freely Tradable.



(b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Issuers in writing, within 20 Business Days after receipt of a request
therefor, such information as the Issuers may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Issuers all information required to be disclosed in order to make the information previously
furnished to the Issuers by such Holder not materially misleading.




SECTION 5. Additional Interest.



If any of the Securities are not Freely Tradable Securities by the Exchange Date and either
(i) the Exchange Offer has not been Consummated on or prior to the Exchange Date, (ii) any Shelf
Registration Statement, if required hereby, has not been declared effective by the Commission (or
otherwise automatically becomes effective) when so required or (iii) any Registration
Statement required by this Agreement has been declared effective but ceases to be effective at any
time at which it is required to be effective under this Agreement (each such event referred to in
clauses (i) through (iii), a “Registration Default”), each of the Issuers hereby agree that the
interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum
during the 90-day period immediately following the occurrence of any Registration Default and shall
increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such
increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults
relating to the particular Transfer Restricted Securities or (ii) the particular Transfer
Restricted Securities having become Freely Tradable, the interest rate borne by the relevant
Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer
Restricted Securities; provided, however, that, if after any such reduction in interest rate, a
different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted
Securities shall again be increased pursuant to the foregoing provisions. The Issuers shall not be
required to pay additional interest pursuant to this Section 5 for more than one Registration
Default at any given time.



All obligations of the Issuers set forth in the preceding paragraph that are outstanding with
respect to any Transfer Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with respect to such
security shall have been satisfied in full.




SECTION 6. Registration Procedures.



(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, if required
pursuant to Section 3(a) hereof, the Issuers shall comply with all of the provisions of Section
6(c) hereof, shall use their reasonable best efforts to effect such exchange to permit the sale of
Transfer Restricted Securities being sold in accordance with the intended method or methods of
distribution thereof, and shall comply with all of the following provisions:




(i) If in the reasonable opinion of counsel to the Issuers there is a question as to
whether the Exchange Offer is permitted by applicable law, each of the Issuers hereby agrees
to seek a no-action letter or other favorable decision from the Commission allowing the
Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. Each of
the Issuers hereby agrees to pursue the issuance of such a decision to the Commission staff
level but shall not be required to take commercially unreasonable action to effect a change
of Commission policy. Each of the Issuers hereby agrees, however, to (A) participate in
telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis
prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such
counsel has concluded that such an Exchange Offer should be permitted and (C) diligently
pursue a favorable resolution by the Commission staff of such submission. Notwithstanding
the above in this clause (i), after the Exchange Date, the Issuers shall not be precluded
from complying with the provision of Section 4 hereof and abandoning the requirement of this
clause (i).




(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Issuers, prior to the Consummation thereof, a written representation to the
Issuers (which may be contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an affiliate of either of the
Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement
or understanding with any Person to participate in, a distribution of the Exchange
Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange
Securities in its ordinary course of business. In addition, all such Holders of Transfer
Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the
Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any
such Holder using the Exchange Offer to participate in a distribution of the securities to
be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any
no-action letter obtained pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction and that such a secondary resale transaction should be covered
by an effective registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired
by such Holder directly from the Issuers.



(b) Shelf Registration Statement. If required pursuant to Section 4, in connection with the
Shelf Registration Statement, each of the Issuers shall comply with all the provisions of Section
6(c) hereof and shall use its reasonable best efforts to effect such registration to permit the
sale of the Transfer Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto each of the Issuers will as expeditiously as
possible prepare and file with the Commission a Registration Statement relating to the registration
on any appropriate form under the Securities Act, which form shall be available for the sale of the
Transfer Restricted Securities in accordance with the intended method or methods of distribution
thereof.



(c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by Broker-Dealers), each of the Issuers shall:




(i) use its reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements for the period specified in Section
3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such
Registration Statement or the Prospectus contained therein (A) to contain a material
misstatement or omission or (B) not to be effective and usable for resale of Transfer
Restricted Securities during the period required by this Agreement, the Issuers shall file
promptly an appropriate amendment to such Registration Statement, in the case of clause (A),
correcting any such misstatement or omission, and, in the case of either clause (A) or (B),
use its reasonable best efforts to cause such amendment to be declared effective and such
Registration Statement and the related Prospectus to become usable for their intended
purpose(s) as soon as practicable thereafter;




(ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold or are Freely Tradable; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the
applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and
comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period in accordance
with the intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;




(iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested
by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein (with respect to the
Prospectus, in light of the circumstances under which they were made) not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or blue sky laws, each of the Issuers
shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at
the earliest possible time;




(iv) furnish without charge to each of the Initial Purchasers, each selling Holder
named in any Registration Statement, and each of the underwriter(s), if any, before filing
with the Commission, copies of any Registration Statement or any Prospectus included therein
or any amendments or supplements to any such Registration Statement or Prospectus (including
all documents incorporated by reference after the initial filing of such Registration
Statement), which documents will be subject to the review and comment of such Holders and
underwriter(s) in connection with such sale, if any, for a period of at least five Business
Days, and neither of the Issuers will file any such Registration Statement or Prospectus or
any amendment or supplement to any such Registration Statement or Prospectus (including all
such documents incorporated by reference) to which an Initial Purchaser of Transfer
Restricted Securities covered by such Registration Statement or the underwriter(s), if any,
shall reasonably object in writing within five Business Days after the receipt thereof (such
objection to be deemed timely made upon confirmation of telecopy transmission within such
period); provided, however, that this clause (iv) shall not apply to any filing by the
Issuers of any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report
on Form 8-K with respect to matters unrelated to the Securities and the offering or exchange
therefor. The objection of an Initial Purchaser or underwriter, if any, shall be deemed to
be reasonable if such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains a material misstatement or omission;




(v) make available, during normal business hours upon reasonable prior notice, for
inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in
any disposition pursuant to such Registration Statement and any attorney or accountant
retained by such Initial Purchasers or any of the underwriter(s), all financial and other
records, pertinent corporate documents and properties of each of the Issuers and cause the
Issuers’ officers, directors and employees to supply all information reasonably requested by
any such Holder, underwriter, attorney or accountant in connection with such Registration
Statement or any post-effective amendment thereto subsequent to the filing thereof and prior
to its effectiveness and to participate in meetings with investors to the extent requested
by the managing underwriter(s), if any;




(vi) if requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein, including, without
limitation, information relating to the “Plan of Distribution” of the Transfer Restricted
Securities, information with respect to the principal amount of Transfer Restricted
Securities being sold to such underwriter(s), the purchase price being paid therefor and any
other terms of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Issuers are notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;




(vii) cause the Transfer Restricted Securities covered by the Registration Statement to
be rated with the appropriate rating agencies, if so requested by the Holders of a majority
in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;




(viii) furnish to each Initial Purchaser, each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including, if they so
request, financial statements and schedules, all documents incorporated by reference therein
and all exhibits (including exhibits incorporated therein by reference);




(ix) deliver to each selling Holder and each of the underwriter(s), if any, without
charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; each of the Issuers
hereby consents to the use of the Prospectus and any amendment or supplement thereto by each
of the selling Holders and each of the underwriter(s), if any, in connection with the
offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any
amendment or supplement thereto;




(x) enter into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection therewith in
order to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Shelf Registration Statement contemplated by this Agreement, all to such
extent as may be requested by any Initial Purchaser or by any Holder of Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant to any Shelf
Registration Statement contemplated by this Agreement; and whether or not an underwriting
agreement is entered into and whether or not the registration is an Underwritten
Registration, each of the Issuers shall:




(A) furnish to each Initial Purchaser, each selling Holder and each
underwriter, if any, in such substance and scope as they may request and as are
customarily made by issuers to underwriters in primary underwritten offerings, upon
the date of the effectiveness of the Shelf Registration Statement:




(1) a certificate, dated the date of effectiveness of the Shelf
Registration Statement signed by (y) the President or any Vice President and
(z) a principal financial or accounting officer of each of the Issuers,
confirming, as of the date thereof, the matters set forth in paragraphs (i),
(ii) and (iii) of Section 4(e) of the Purchase Agreement and such other
matters as such parties may reasonably request;




(2) an opinion, dated the date of effectiveness of the Shelf
Registration Statement of counsel for the Issuers, covering the relevant
matters set forth in Section 4(c) of the Purchase Agreement and such other
matters as such parties may reasonably request, and in any event including a
statement to the effect that such counsel has participated in conferences
with officers and other representatives of each of the Issuers,
representatives of the independent public accountants for the Issuers,
representatives of the underwriter(s), if any, and counsel to the
underwriter(s), if any, in connection with the preparation of such
Registration Statement and the related Prospectus and have considered the
matters required to be stated therein and the statements contained therein,
although such counsel has not independently verified the accuracy,
completeness or fairness of such statements; and that such counsel advises
that, on the basis of the foregoing, no facts came to such counsel’s
attention that caused such counsel to believe that the applicable
Registration Statement, at the time such Registration Statement or any
post-effective amendment thereto became effective contained an untrue
statement of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus contained in such Registration Statement
as of its date contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.
Without limiting the foregoing, such counsel may state further that such
counsel assumes no responsibility for, and has not independently verified,
the accuracy, completeness or fairness of the financial statements, notes
and schedules and other financial data included in any Registration
Statement contemplated by this Agreement or the related Prospectus; and




(3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Issuers’ independent accountants, in
the customary form and covering matters of the type customarily requested to
be covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in
the comfort letters delivered pursuant to Sections 4(a) and 4(g) of the
Purchase Agreement, without exception;




(B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




(C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(x)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by either of the Issuers pursuant to this Section 6(c)(x), if
any.




If at any time the representations and warranties of the Issuers contemplated in
Section 6(c)(x)(A)(1) hereof cease to be true and correct, the Company or Finance Corp.
shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling
Holder promptly and, if requested by such Persons, shall confirm such advice in writing;




(xi) prior to any public offering of Transfer Restricted Securities pursuant to a Shelf
Registration Statement, cooperate with the selling Holders, the underwriter(s), if any, and
their respective counsel in connection with the registration and qualification of the
Transfer Restricted Securities under the state securities or blue sky laws of such
jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and
all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that neither of the Issuers shall be required to register or
qualify as a foreign corporation where it is not then so qualified or to take any action
that would subject it to the service of process in suits or to taxation, other than as to
matters and transactions relating to the Registration Statement, in any jurisdiction where
it is not then so subject;




(xii) shall issue, upon the request of any Holder of Transfer Restricted Securities
covered by the Shelf Registration Statement, Exchange Securities having an aggregate
principal amount equal to the aggregate principal amount of Transfer Restricted Securities
surrendered to the Issuers by such Holder in exchange therefor or being sold by such Holder;
such Exchange Securities to be registered in the name of such Holder or in the name of the
purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted
Securities held by such Holder shall be surrendered to the Issuers for cancellation;




(xiii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may request at least two Business Days prior to any
sale of Transfer Restricted Securities made by such Holders or underwriter(s);




(xiv) use its reasonable best efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such other United
States governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the disposition of such
Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii)
hereof;




(xv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading;




(xvi) provide a CUSIP number for all Securities not later than the effective date of
the Registration Statement covering such Securities and provide the Trustee under the
Indenture with printed certificates for such Securities which are in a form eligible for
deposit with the Depository Trust Company and take all other action necessary to ensure that
all such Securities are eligible for deposit with the Depository Trust Company;




(xvii) cooperate and assist in any filings required to be made with the FINRA and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of the FINRA;




(xviii) otherwise use its reasonable best efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its security holders, as
soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158
under the Securities Act (which need not be audited) for the twelve-month period (A)
commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold
to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not
sold to underwriters in such an offering, beginning with the first month of the Issuers’
first fiscal quarter commencing after the effective date of the Registration Statement;




(xix) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Securities to effect
such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use its reasonable
best efforts to cause the Trustee to execute, all documents that may be required to effect
such changes and all other forms and documents required to be filed with the Commission to
enable such Indenture to be so qualified in a timely manner; and




(xx) cause all Securities covered by the Registration Statement to be listed on each
securities exchange or automated quotation system on which similar securities issued by the
Issuers are then listed if requested by the Holders of a majority in aggregate principal
amount of Securities or the managing underwriter(s), if any



Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised
in writing (the “Advice”) by the Issuers that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated by reference in the
Prospectus. If so directed by the Issuers, each Holder will deliver to the Issuers (at the
Issuers’ expense) all copies, other than permanent file copies then in such Holder’s possession, of
the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt
of such notice. In the event the Issuers shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by the number of days during the period from and including the date of the giving
of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling
Holder covered by such Registration Statement shall have received the copies of the supplemented or
amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice;
provided, however, that no such extension shall be taken into account in determining whether
additional interest is due pursuant to Section 5 hereof or the amount of such additional interest,
it being agreed that the Issuer’s option to suspend use of a Registration Statement pursuant to
this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.




SECTION 7. Registration Expenses.



(a) All expenses incident to the Issuers’ performance of or compliance with this Agreement
will be borne by the Issuers, jointly and severally, regardless of whether a Registration Statement
becomes effective, including, without limitation: (i) all registration and filing fees and expenses
(including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the
fees and expenses of any “qualified independent underwriter” and its counsel that may be required
by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal
securities and state securities or blue sky laws; (iii) all expenses of printing (including
printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing
of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of
counsel for the Issuers and, subject to Section 7(b) hereof, the Holders of Transfer Restricted
Securities; (v) all application and filing fees in connection with listing the Exchange Securities
on a securities exchange or automated quotation system pursuant to the requirements thereof; and
(vi) all fees and disbursements of independent certified public accountants of the Issuers
(including the expenses of any special audit and comfort letters required by or incident to such
performance).



Each of the Issuers will, in any event, bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Issuers.



(b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Issuers, jointly and severally, will reimburse the Initial Purchasers and the
Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold
pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Fried, Frank, Harris, Shriver & Jacobson
LLP, or such other counsel as may be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.




SECTION 8. Indemnification.



(a) Each of the Issuers, jointly and severally, agrees to indemnify and hold harmless (i) each
Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in
this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective
officers, directors, partners, employees, representatives and agents of any Holder or any
controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred
to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses,
claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and
as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling,
compromising, paying or defending any claim or action, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, including the reasonable fees and expenses of
not more than one counsel to the Indemnified Holders related to any particular situation), joint or
several, directly or indirectly caused by, related to, based upon, arising out of or in connection
with any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by
an untrue statement or omission or alleged untrue statement or omission that is made in reliance
upon and in conformity with information relating to any of the Holders furnished in writing to the
Issuers by any of the Holders expressly for use therein. This indemnity agreement shall be in
addition to any liability which any of the Issuers may otherwise have.



In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Issuers, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Issuers in writing;
provided, however, that the failure to give such notice shall not relieve any of the Issuers of its
obligations pursuant to this Agreement. Such Indemnified Holder shall have the right to employ its
own counsel in any such action and the fees and expenses of such counsel shall be paid, as
incurred, by the Issuers (regardless of whether it is ultimately determined that an Indemnified
Holder is not entitled to indemnification hereunder). The Issuers shall not, in connection with
any one such action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for such Indemnified Holders, which firm shall be
designated by the Holders. The Issuers shall be liable for any settlement of any such action or
proceeding effected with the Issuers’ prior written consent, which consent shall not be withheld
unreasonably, and each of the Issuers agrees to indemnify and hold harmless any Indemnified Holder
from and against any loss, claim, damage, liability or expense by reason of any settlement of any
action effected with the written consent of the Issuers. The Issuers shall not, without the prior
written consent of each Indemnified Holder, settle or compromise or consent to the entry of
judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or
not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or
termination includes an unconditional release of each Indemnified Holder from all liability arising
out of such action, claim, litigation or proceeding.



(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless each of the Issuers and their respective directors, officers of the
Issuers who sign a Registration Statement, and any Person controlling (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) either such Issuer, and the
respective officers, directors, partners, employees, representatives and agents of each such
Person, to the same extent as the foregoing indemnity from the Issuers to each of the Indemnified
Holders, but only with respect to claims and actions based on information relating to such Holder
furnished in writing by such Holder expressly for use in any Registration Statement or Prospectus.
In case any action or proceeding shall be brought against either Issuer or their respective
directors or officers or any such controlling person in respect of which indemnity may be sought
against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties
given such Issuer, and its directors and officers and such controlling person shall have the rights
and duties given to each Holder by the preceding paragraph.



(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Issuers, on the one hand, and the
Holders, on the other hand, from the Initial Placement (which in the case of the Issuers shall be
deemed to be equal to the total net proceeds to the Issuers from the Initial Placement), the amount
of Additional Interest which did not become payable as a result of the filing of the Registration
Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses,
and such Registration Statement, or if such allocation is not permitted by applicable law, the
relative fault of the Issuers, on the one hand, and the Holders, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative fault of the
Issuers on the one hand and of the Indemnified Holder on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by either of
the Issuers, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or defending any action
or claim.



Each of the Issuers and each Holder of Transfer Restricted Securities agree that it would not
be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the total discount received by such Holder with respect
to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c)
are several in proportion to the respective principal amount of Initial Securities held by each of
the Holders hereunder and not joint.



SECTION 9. Rule 144A.



Each of the Issuers hereby agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective purchaser of such
Transfer Restricted Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A under the Securities Act.




	 	 	 	SECTION 10. Participation in Underwritten Registrations.





No Holder may participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.



SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment
banker(s) and managing underwriter(s) that will administer such offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included
in such offering; provided, however, that such investment banker(s) and managing underwriter(s)
must be reasonably satisfactory to the Issuers.




SECTION 12. Miscellaneous.



(a) Remedies. Each of the Issuers hereby agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agree to waive the defense in any action for specific performance that a remedy at law
would be adequate.



(b) No Inconsistent Agreements. Each of the Issuers will not on or after the date of this
Agreement enter into any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither of the Issuers has previously entered into any agreement granting any registration rights
with respect to its securities to any Person. The rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to the holders of the any
of the Issuers’ securities under any agreement in effect on the date hereof.



(c) Adjustments Affecting the Securities. The Issuers will not take any action with respect
to the Securities that would materially and adversely affect the ability of the Holders to
Consummate any Exchange Offer to the extent such Exchange Offer is required to and can be
Consummated pursuant to the terms hereof.



(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Issuers have (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Issuers or their respective Affiliates). Notwithstanding the foregoing, a
waiver or consent to departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that,
with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Issuers shall obtain the written consent of each such Initial Purchaser with respect
to which such amendment, qualification, supplement, waiver, consent or departure is to be
effective.



(e) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:




(i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and



	 	 	 
	(ii)

	 	if to the Issuers:
	
 
	 	Ferrellgas, L.P.

7500 College Boulevard, Suite 1000

Liberty, MO 64068

Facsimile: (913) 661-1537

Attention: Ryan VanWinkle
	
 
	 	With a copy to:
	
 
	 	Greenberg Traurig, LLP

1000 Louisiana, Suite 1700

Houston, Texas 77002

Facsimile: (713) 754-6625







Attention: David Ronn



All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



(g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



(h) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



(j) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



(k) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Issuers with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings among the
parties with respect to such subject matter.



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




FERRELLGAS, L.P.




By: Ferrellgas, Inc., its general partner




	 	 	 	By:






Ryan VanWinkle




Chief Financial Officer




FERRELLGAS FINANCE CORP.




	 	 	 	By:






Ryan VanWinkle




Chief Financial Officer



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The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



	 
	BANC OF AMERICA SECURITIES LLC

J.P. MORGAN SECURITIES INC.

BNP PARIBAS SECURITIES CORP.

CREDIT SUISSE SECURITIES (USA) LLC

DEUTSCHE BANK SECURITIES INC.

FIFTH THIRD SECURITIES, INC.

SG AMERICAS SECURITIES, LLC

WELLS FARGO SECURITIES, LLC

By:BANC OF AMERICA SECURITIES LLC

By:

	 

	Lex Maultsby








Managing Director




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