EX-10.1






Exhibit 10.1




EXECUTION VERSION




RECEIVABLE SALE AGREEMENT




Dated as of April 6, 2010




between




FERRELLGAS, L.P., as Originator,




and




FERRELLGAS RECEIVABLES, LLC, as Buyer




TABLE OF CONTENTS




Page




RECEIVABLE SALE AGREEMENT




This Receivable Sale Agreement dated as of April 6, 2010 is between Ferrellgas, L.P., a
Delaware limited partnership (“Originator”), and Ferrellgas Receivables, LLC, a Delaware limited
liability company (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this
Agreement shall have the meanings assigned to such terms in Exhibit I.



PRELIMINARY STATEMENTS




A. Originator and Buyer have previously executed and delivered that certain
Second Amended and Restated Receivable Interest Sale Agreement dated as of April 15,
2009 (the “Original Sale Agreement”).



B. Originator and Buyer desire to terminate and extinguish the Original Sale
Agreement in its entirety.



C. On the terms and subject to the conditions hereinafter set forth, Originator
desires to sell and contribute to Buyer all of Originator’s right, title and
interest in and to the Receivables, and the associated Related Security, and Buyer
desires to purchase and accept contributions of all of Originator’s right, title and
interest in and to such Receivables and the associated Related Security from
Originator.



D. Originator and Buyer intend the transactions contemplated hereby to be a
true sale or true contribution of the Receivables and the associated Related
Security from Originator to Buyer, providing Buyer with the full benefits of
ownership of the Receivables and the associated Related Security, and Originator and
Buyer do not intend these transactions to be, or for any purpose to be characterized
as, loans from Buyer to Originator.



E. From time to time after the date hereof, Buyer will sell undivided interests
in the Receivables and in the associated Related Security and Collections pursuant
to that certain Receivables Purchase Agreement dated as of April 6, 2010 (as the
same may from time to time hereafter be amended, supplemented, restated or otherwise
modified, the “Purchase Agreement”) among Buyer, as seller, Originator, as initial
Servicer, the Purchasers (as defined therein) and Co-Agents (as defined therein)
from time to time party thereto and Wells Fargo Bank, N.A. or any successor
administrative agent appointed pursuant to the terms of the Purchase Agreement, as
administrative agent for the Purchasers (in such capacity, the “Administrative
Agent”).



NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, Originator and Buyer, do hereby further agree as follows:



ARTICLE I

PURCHASE AND CONTRIBUTION




Section 1.1. Purchase of Receivables. In consideration for the Purchase Price and upon
the terms and subject to the conditions set forth herein, (a) effective on the date hereof,
Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without
recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from
Originator, all of Originator’s right, title and interest in and to all Receivables originated by
it and existing as of the close of business on the Business Day immediately prior to the date
hereof, together, in each case, with all Related Security relating thereto and all Collections
thereof and (b) from and after the date hereof, Originator hereby agrees to sell, assign, transfer,
set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided
herein), and Buyer hereby agrees to purchase from Originator, all of Originator’s right, title and
interest in and to all Receivables originated by it from and after the date hereof, together, in
each case, with all Related Security relating thereto and all Collections thereof. In accordance
with the preceding sentence, Buyer shall acquire all of Originator’s right, title and interest in
and to all Receivables originated by it and existing as of the close of business on the Business
Day immediately prior to the date hereof and thereafter arising through and including the
Termination Date, together with all Related Security relating thereto and all Collections thereof,
and Buyer shall be obligated to pay the Purchase Price for each Receivable, its Related Security
and Collections in accordance with Section 1.2. In connection with the payment of the Purchase
Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and
Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may
reasonably request, it being understood that buyer will not request supplemental opinions more than
once every 5 years except in connection with a material change in applicable law or a material
amendment to this Agreement.



Section 1.2. Payment for the Purchases (a) The Purchase Price for the Purchase of
Receivables originated by Originator that are in existence on the close of business on the Business
Day immediately preceding the date hereof (the “Initial Cutoff Date”) shall be payable in full by
Buyer to such Originator on the date hereof, and shall be paid to such Originator in the following
manner:




(i) by delivery of immediately available funds, to the extent of funds made available
to Buyer in connection with its subsequent sale of an interest in such Receivables to the
Purchasers under the Purchase Agreement, and




(ii) the balance, by the incurrence of a subordinated revolving loan from Originator to
Buyer (a “Subordinated Loan”) in an amount not to exceed the lesser of (A) the remaining
unpaid portion of such Purchase Price, and (B) the maximum Subordinated Loan that could be
borrowed without rendering Buyer’s Net Worth to be less than the Required Capital Amount.
Originator is hereby authorized by Buyer to endorse on the schedule attached to the
Subordinated Note an appropriate notation evidencing the date and of the incurrence of each
advance thereunder, as well as the date of each payment with respect thereto, provided that
the failure to make such notation shall not affect any obligation of Buyer thereunder.



The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be
due and owing in full by Buyer to Originator or its designee on the date each such Receivable comes
into existence (except that Buyer may, with respect to any such Purchase Price, offset against such
Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but
remain unpaid) and shall be paid to such Originator in the manner provided in the following
paragraphs (b), (c) and (d)).



(b) With respect to any Receivables coming into existence after the Initial Cutoff Date, on
each Monthly Payment Date, Buyer shall pay the Purchase Price therefor to Originator in accordance
with Section 1.2(d) and in the following manner:




first, by delivery of immediately available funds, to the extent of funds available to
Buyer from its subsequent sale of an interest in the Receivables to the Administrative Agent
for the benefit of the Purchasers under the Purchase Agreement, or other cash on hand;
and/or




second, by increasing the amount of the Subordinated Loan, provided that the increase
of any such Subordinated Loan shall be subject to the provisions set forth in Section
1.2(a)(ii).




third, by accepting such Receivables as contribution to Buyer’s capital; provided that
no such capital contribution shall be made from and after the date on which Originator
notifies Buyer in writing that it has designated a date as the Termination Date.



Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees
to advance each Subordinated Loan requested by Buyer on or prior to the Termination Date. The
Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and
provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not
required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to,
the Administrative Agent or the Purchasers.



(c) From and after the Termination Date, Originator shall not be obligated to sell Receivables
to Buyer but, may, at its option, sell Receivables if Originator reasonably determines that the
Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in
the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans,
other cash on hand or otherwise.



(d) Although the Purchase Price for each Receivable coming into existence after the Initial
Cutoff Date shall be due and payable in full by Buyer to Originator on the date such Receivable
comes into existence, settlement of the Purchase Price between Buyer and such Originator shall be
effected on a monthly basis on Monthly Payment Dates with respect to all Receivables coming into
existence during the same Calculation Period and based on the information contained in the Monthly
Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for the
Calculation Period then most recently ended. Although settlement shall be effected on Monthly
Payment Dates, increases or decreases in the amount owing under the applicable Subordinated Note
made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made
pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the last
Business Day of the Calculation Period to which such settlement relates. Notwithstanding the
foregoing, on any date that the Aggregate Capital increases, the Buyer shall pay to the Originator
the amount of such increase in partial settlement of the purchase of Receivables.



(e) Each contribution of a Receivable by Originator to Buyer shall be deemed to be a Purchase
of such Receivable by the Buyer for all purposes of this Agreement. Buyer hereby acknowledges that
Originator shall have no obligations to make further capital contributions to Buyer, in respect of
Originator’s equity interest in the Buyer or otherwise in order to provide funds to pay the
Purchase Price to Originator under this Agreement or for any other reason.



Section 1.3. Deemed Collections. If on any day the Outstanding Balance of a
Receivable is either (i) reduced as a result of any defective or rejected goods or services, any
cash discount or any adjustment by Originator, or (ii) reduced or cancelled as a result of a setoff
in respect of any claim by any Person (whether such claim arises out of the same or a related
transaction or an unrelated transaction), Originator shall be deemed to have received on such day a
Collection of such Receivable in the amount of such reduction or cancellation. If on any day any
of the representations or warranties in Section 3.1(h), (i), (j), (r) or (t) is no longer true with
respect to any Receivable, Originator shall be deemed to have received on such day a Collection of
such Receivable in full.



Section 1.4. Payments and Computations, Etc.



(a) All amounts to be paid or deposited by Buyer hereunder (except amounts payable by
increasing the outstanding principal balance under the Subordinated Note) shall be paid or
deposited to the Originator’s account no. 4518054085 at Wells Fargo Bank, N.A., in San Francisco,
California, ABA No. 121000248 (the “Originator’s Account”) in accordance with the terms hereof on
the day when due in immediately available funds. All amounts to be paid or deposited by Originator
hereunder shall be paid or deposited to the Facility Account in accordance with the terms hereof on
the day when due in immediately available funds.



(b) In the event that any payment owed by any Person hereunder becomes due on a day that is
not a Business Day, then such payment shall be made on the next succeeding Business Day.



(c) If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on
demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default
Fee shall not at any time exceed the maximum rate permitted by applicable law.



Section 1.5. Intention of the Parties. It is the intention of the parties hereto that
the contribution and the sale of the Receivables hereunder, shall constitute sales, contributions
or other outright conveyances which are absolute and irrevocable and provide Buyer with the full
benefits of ownership of the Receivables and the associated Related Security. The sale and
contribution of the Receivables hereunder are made without recourse to Originator; provided,
however, that (i) Originator shall be liable to Buyer for all representations, warranties,
covenants and indemnities made by Originator pursuant to the terms of the Transaction Documents to
which Originator is a party, and (ii) such sale and contribution do not constitute and are not
intended to result in an assumption by Buyer or any assignee thereof of any obligation of
Originator or any other Person arising in connection with the Receivables, the related Contracts
and/or other associated Related Security or any other obligations of Originator. In view of the
intention of the parties hereto that the conveyances of the Receivables made hereunder shall
constitute sales, contributions or other outright conveyances thereof rather than loans secured
thereby, Originator agrees that it will, on or prior to the date hereof, mark its master data
processing records relating to the Receivables with a legend acceptable to Buyer and to the
Administrative Agent (as Buyer’s assignee), evidencing that Buyer owns the Receivables as provided
in this Agreement and to note in its financial statements that the Receivables have been sold or
contributed, to Buyer and have been further sold or pledged to the Administrative Agent.
Originator authorizes Buyer or the Administrative Agent (as Buyer’s assignee) to file such
financing or continuation statements, or amendments thereto or assignments thereof, and such other
instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection
of Buyer’s ownership of the Receivables and the associated Related Security.



Section 1.6. Characterization.



(a) If, notwithstanding the intention of the parties expressed in Section 1.5, a court of
competent jurisdiction shall characterize any sale or contribution by Originator to Buyer of
Receivables hereunder as a secured loan and not a sale, or such sale shall for any reason be
ineffective or unenforceable, then this Agreement shall be deemed to constitute a security
agreement under the UCC and other applicable law. For this purpose and without being in derogation
of the parties’ intention that each sale of Receivables hereunder shall constitute a true sale
thereof, Originator hereby grants to Buyer a valid and perfected security interest in all of
Originator’s right, title and interest in, to and under all Receivables now existing and hereafter
arising, and in all Collections and Related Security with respect thereto, the Servicer’s
Concentration Account, all other rights and payments relating to the Receivables and all proceeds
of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an
amount equal to the Purchase Price of the Receivables originated by Originator together with all
other obligations of such Originator hereunder, which security interest shall be prior to all other
Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies
which they may have under this Agreement, all other rights and remedies provided to a secured
creditor under the UCC and other applicable law, which rights and remedies shall be cumulative,
Originator hereby authorizes Buyer (or any of its assigns), within the meaning of Section 9-509 of
any applicable enactment of the UCC, as secured party, to file, without the signature of the
debtor, the UCC financing statements contemplated hereby.



(b) Originator acknowledges that Buyer, pursuant to the Purchase Agreement, shall assign to
the Administrative Agent, for the benefit of the Agents and the Purchasers thereunder, all of its
rights, remedies, powers and privileges under this Agreement and that the Administrative Agent may
further assign such rights, remedies, powers and privileges to the extent permitted in the Purchase
Agreement. Originator agrees that the Administrative Agent, as the assignee of the Buyer, shall,
subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to
exercise directly all of Buyer’s rights and remedies under this Agreement (including, without
limitation, the right to give or withhold any consents or approvals of Buyer to be given or
withheld hereunder, and, in any case, without regard to whether specific reference is made to
Buyer’s assigns in the provisions of this Agreement which set forth such rights and remedies) and
Originator agrees to cooperate fully with the Agents and the Purchasers in the exercise of such
rights and remedies. Originator further agrees to give to the Administrative Agent copies of all
notices it is required to give to Buyer hereunder.



ARTICLE II

PAYMENTS




Section 2.1. Ordinary Course. In the event that a court of competent jurisdiction
holds that the transactions hereunder are not true sales or contributions, each of Originator and
Buyer represents and warrants as to itself that each remittance of Collections by Originator to
Buyer under this Agreement will have been (a) in payment of a debt incurred by Originator in the
ordinary course of business or financial affairs of Originator and Buyer and (b) made in the
ordinary course of business or financial affairs of Originator and Buyer.



Section 2.2. Payment Rescission. No amount due and owing to either party hereunder
shall be considered paid or applied hereunder to the extent that, at any time, all or any portion
of such payment or application is rescinded by application of law or judicial authority, or must
otherwise be returned or refunded for any reason. The paying party shall remain obligated for the
amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to
the Person who suffered such rescission, return or refund) the full amount thereof, plus interest
thereon at the Default Fee from the date of any such rescission, return or refunding.



ARTICLE III

REPRESENTATIONS AND WARRANTIES




Section 3.1. Representations and Warranties of Originator. Originator hereby
represents and warrants to Buyer and its assigns, as of the date hereof and as of each Business Day
hereafter through and including the Termination Date that:



(a) Existence and Power. Originator is a limited partnership, duly organized, validly
existing and in good standing under the laws of Delaware, and is duly qualified to do business and
is in good standing as a foreign partnership, and has and holds all partnership power and all
governmental licenses, authorizations, consents and approvals required to carry on its business in
each jurisdiction in which its business is conducted except where the failure to so qualify or so
hold could not reasonably be expected to have a Material Adverse Effect.



(b) Power and Authority; Due Authorization, Execution and Delivery. The execution and
delivery by Originator of this Agreement and each other Transaction Document to which it is a
party, and the performance of its obligations hereunder and thereunder and, Originator’s use of the
proceeds of the Purchase made hereunder, are within its partnership powers and authority and have
been duly authorized by all necessary partnership action on its part. This Agreement and each
other Transaction Document to which Originator is a party has been duly executed and delivered by
Originator.



(c) No Conflict. The execution and delivery by Originator of this Agreement and each
other Transaction Document to which it is a party, and the performance of its obligations hereunder
and thereunder do not contravene or violate (i) its certificate of formation or partnership
agreement, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any
agreement, contract or instrument to which it is a party or by which it or any of its property is
bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or
its property, and do not result in the creation or imposition of any Adverse Claim on assets of
Originator or its Subsidiaries (except as created under the Transaction Documents) except, in each
case, where such contravention or violation could not reasonably be expected to have a Material
Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act
or similar law.



(d) Governmental Authorization. Other than the filing of the financing statements
required hereunder, no authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due execution and delivery
by Originator of this Agreement and each other Transaction Document to which it is a party and the
performance of its obligations hereunder and thereunder.



(e) Actions, Suits. There are no actions, suits or proceedings pending, or to the
best of Originator’s knowledge, threatened, against or affecting Originator, or any of its
properties, in or before any Governmental Authority, which (a) purport to affect or pertain to this
Agreement or any other Transaction Document or any of the transactions contemplated hereby or
thereby; or (b) if determined adversely to Originator, would reasonably be expected to have a
Material Adverse Effect. No injunction, writ, temporary restraining order or any order of any
nature has been issued by any court or other Governmental Authority purporting to enjoin or
restrain the execution, delivery or performance of this Agreement or any other Transaction
Document, or directing that the transactions provided for herein or therein not be consummated as
herein or therein provided.



(f) Binding Effect. This Agreement and each other Transaction Document to which
Originator is a party constitute the legal, valid and binding obligations of Originator enforceable
against Originator in accordance with their respective terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or
limiting creditors’ rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).



(g) Accuracy of Information. All information heretofore furnished by Originator or
any of its Affiliates to Buyer (or its assigns) for purposes of or in connection with this
Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby
is, and all such information hereafter furnished by Originator or any of its Affiliates to Buyer
(or its assigns) will be, true and accurate in every material respect on the date such information
is stated or certified and does not and will not contain any untrue statement of a material fact or
omit any material fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they are made, not misleading as of the time
when made or delivered.



(h) Use of Proceeds. No Purchase Price payment hereunder will be used (i) for a
purpose that violates, or would be inconsistent with, any law, rule or regulation applicable to
Originator or (ii) to acquire any security in any transaction which is subject to Section 13 or 14
of the Securities Exchange Act of 1934, as amended.



(i) Good Title. On the Initial Cutoff Date and upon the creation of each Receivable
coming into existence after the Initial Cutoff Date, Originator (i) is the legal and beneficial
owner of the Receivables and (ii) is the legal and beneficial owner of the Collections and
associated Related Security with respect thereto, in each case, free and clear of any Adverse Claim
except as created by the Transaction Documents.



(j) Perfection. This Agreement, together with the filing of the financing statements
contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from Originator)
legal and equitable title to, with the right to sell and encumber, the Receivables, free and clear
of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed
all financing statements or other similar instruments or documents necessary under the UCC (or any
comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership of the Receivables
and the associated Related Security.



(k) Places of Business and Locations of Records. Originator is organized under the
laws of Delaware. The offices where Originator keeps all of its records regarding the Receivables
are located at the address(es) listed on Exhibit II, or such other locations of which Buyer has
been notified in accordance with Section 5.13(a) in jurisdictions where all action required by
Section 5.13(a) has been taken and completed. Originator’s Federal Employer Identification Number
is correctly set forth on Exhibit II.



(l) Material Adverse Effect. Since June 30, 2009, no event has occurred that would
have a Material Adverse Effect.



(m) Names. In the five (5) years prior to the date of this Agreement, Originator has
not used any partnership names, trade names or assumed names other than the name in which it has
executed this Agreement and as listed on Exhibit II.



(n) Ownership of Buyer. Originator owns, directly or indirectly, 100% of the issued
and outstanding Equity Interests of Buyer, free and clear of any Adverse Claim. Such Equity
Interests are validly issued, fully paid and nonassessable, and there are no options, warrants or
other rights to acquire securities of Buyer.



(o) Not a Regulated Entity. Originator is not an “investment company” within the
meaning of the Investment Company Act of 1940, as amended, or any successor statute. Originator is
not subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state
public utilities code, or any other Federal or state statute or regulation limiting its ability to
incur indebtedness or to sell interests in the Receivables.



(p) Compliance with Law. Originator has complied with all applicable laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject,
except where the failure to so comply could not reasonably be expected to have a Material Adverse
Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws,
rules or regulations applicable thereto (including, without limitation, laws, rules and regulations
relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity,
fair debt collection practices and privacy), and no part of such Contract is in violation of any
such law, rule or regulation, except where such contravention or violation could not reasonably be
expected to have a Material Adverse Effect.



(q) Compliance with Credit and Collection Policy. Originator has complied in all
material respects with the Credit and Collection Policy with regard to each Receivable and the
related Contract, and has not made any change to such Credit and Collection Policy, except such
material change as to which Buyer (or its assigns) has been notified in accordance with Section
5.13(a).



(r) Eligible Receivables. Each of the Receivables included in the Net Receivables
Balance (as defined in the Purchase Agreement) in any Monthly Report or Interim Report (each, as
defined in the Purchase Agreement) on any day prior to the Termination Date is an Eligible
Receivable (as defined in the Purchase Agreement) as of the date specified in such report.



(s) Payments to Originator. Neither the sale nor the contribution by Originator of
the Receivables is voidable under any section of the Federal Bankruptcy Code.



(t) Enforceability of Contracts. Each Contract with respect to each Receivable is
effective to create, and has created, a legal, valid and binding obligation of the related Obligor
to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest
thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating
to or limiting creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).



(u) Accounting. The manner in which Originator accounts for the sale and the
contribution of the Receivables does not jeopardize its characterization as being a true sale or a
true contribution, as applicable.



(v) Tax Status. Originator is subject to taxation under the Code only as a
partnership and not as a corporation.



ARTICLE IV

CONDITIONS OF PURCHASE




Section 4.1. Conditions Precedent to Purchase. Effectiveness of this Agreement is
subject to the conditions precedent that (a) the Administrative Agent shall have received on or
before the date of such purchase those documents listed on Schedule A hereto, (b) all conditions
precedent to the Purchase Agreement as provided in and pursuant to the Purchase Agreement shall
have been satisfied, (c) the representations and warranties set forth in Section 3.1 are true and
correct in all material respects on the date hereof, and (d) no event has occurred and is
continuing that will constitute a Termination Event, and no event has occurred and is continuing
that would constitute a Potential Termination Event.



ARTICLE V

COVENANTS




Section 5.1. Financial Reporting. Originator shall deliver to Buyer and the
Administrative Agent (as Buyer’s assignee), in form and detail satisfactory to Buyer and the
Administrative Agent (as Buyer’s assignee) and consistent with the form and detail of financial
statements and projections provided to Buyer and the Administrative Agent (as Buyer’s assignee) by
Originator and its Affiliates prior to the date of this Agreement:



(a) Originator’s Annual Financial Statements. As soon as available, but not later
than 100 days after the end of each fiscal year, a copy of the audited consolidated balance sheet
of Originator and its Subsidiaries as at the end of such year and the related consolidated
statements of income or operations, partners’ or shareholders’ equity and cash flows for such year,
setting forth in each case in comparative form the figures for the previous fiscal year, and
accompanied by the opinion of a nationally-recognized independent public accounting firm
(“Independent Auditor”) which report shall state that such consolidated financial statements
present fairly the financial position for the periods indicated in conformity with GAAP applied on
a basis consistent with prior years. Such opinion shall not be qualified or limited in any manner,
including on account of any limitation on it because of a restricted or limited examination by the
Independent Auditor of any material portion of Originator’s or any Subsidiary’s records;



(b) Originator’s Quarterly Financial Statements. As soon as available, but not later
than 45 days after the end of each of the first three fiscal quarters of each fiscal year, a copy
of the unaudited consolidated balance sheet of Originator and its Subsidiaries as of the end of
such quarter and the related consolidated statements of income, partners’ or shareholders’ equity
and cash flows for the period commencing on the first day and ending on the last day of such
quarter, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP
(subject to ordinary, good faith year-end audit adjustments), the financial position and the
results of operations of Originator and the Subsidiaries; and



(c) General Partner Annual Consolidated Statements. As soon as available, but not
later than 100 days after the end of each fiscal year of the General Partner, a copy of the
unaudited (or audited, if available) consolidated balance sheets of the General Partner as of the
end of such fiscal year and the related consolidated statements of income, shareholders’ equity and
cash flows for such fiscal year, certified by a Responsible Officer as fairly presenting, in
accordance with GAAP, the financial position and the results of operations of the General Partner
and its Subsidiaries (or, if available, accompanied by an opinion of an Independent Auditor as
described in Section 5.1(a) above).



Documents required to be delivered pursuant to Section 5.1 or Section 5.2(c)
may be delivered electronically and if so delivered, shall be deemed to have been delivered on the
date (i) on which Originator posts such documents, or provides a link thereto on Originator’s
website on the internet at the www.ferrellgas.com; or (ii) on which such documents are posted on
Originator’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each
party hereto has access (whether a commercial, a third-party website, or whether sponsored by
Buyer) provided that: (i) upon request by Buyer, Originator shall deliver paper copies of such
documents to Buyer until a written request to cease delivering paper copies is given by Buyer to
Originator and (ii) Originator shall notify (which may be by facsimile or electronic mail) Buyer of
the posting of any such documents and provide to Buyer by electronic mail electronic versions
(i.e., soft copies) of such documents.



Section 5.2. Certificates; Other Information. Originator shall furnish to Buyer and
the Administrative Agent (as Buyer’s assignee):



(a) Independent Auditor’s Certificate. Concurrently with the delivery of the
financial statements referred to in Section 5.1(a), a certificate of the Independent Auditor
stating that in making the examination necessary therefor no knowledge was obtained of any
Termination Event or Potential Termination Event, except as specified in such certificate;



(b) Compliance Certificate. Concurrently with the delivery of the financial
statements referred to in Sections 5.1(a) and (b), a Compliance Certificate executed by a
Responsible Officer with respect to the periods covered by such financial statements together with
supporting calculations and such other supporting detail as Buyer and the Administrative Agent (as
Buyer’s assignee) shall require;



(c) SEC Reports. Promptly, copies of all financial statements and reports that the
MLP sends to its partners, and copies of all financial statements and regular, periodic or special
reports (including Forms 10-K, 10-Q and 8-K) that Originator or any Affiliate of Originator, the
General Partner, the MLP or any Subsidiary may make to, or file with, the SEC; and



(d) Other Information. Promptly, such additional information regarding the
Receivables or the business, financial or corporate affairs of Originator, the General Partner, the
MLP or any Subsidiary as Buyer or the Administrative Agent (as Buyer’s assignee) may from time to
time request.



Section 5.3. Notices. Originator shall promptly notify Buyer and the Administrative
Agent (as Buyer’s assignee):



(a) Of the occurrence of any Potential Termination Event or Termination Event;



(b) Of any matter that has resulted or may reasonably be expected to result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual
Obligation of Originator, the General Partner, the MLP or any Subsidiary; (ii) any dispute,
litigation, investigation, proceeding or suspension between Originator, the General Partner, the
MLP or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting Originator, the General Partner, the MLP or
any Subsidiary, including pursuant to any applicable Environmental Laws, in each case to the extent
that any of the foregoing has resulted or may reasonably be expected to result in a Material
Adverse Effect;



(c) The occurrence of a default or an event of default under any other financing arrangement
pursuant to which Originator, the General Partner or the MLP is a debtor or an obligor;



(d) At least thirty (30) days prior to the effectiveness of any material change in or material
amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in
effect and a notice (a) indicating such change or amendment, and (b) if such proposed change or
amendment would be reasonably likely to adversely affect the collectibility of the Receivables or
decrease the credit quality of any newly created Receivables, requesting Buyer’s consent thereto;



(e) Of any material change in accounting policies or financial reporting practices by
Originator or any of its consolidated Subsidiaries; and



(f) If any of the representations and warranties in Article III ceases to be true and correct.



Each notice under this Section 5.3 shall be accompanied by a written statement by a
Responsible Officer setting forth details of the occurrence referred to therein, and stating what
action Originator or any affected Affiliate proposes to take with respect thereto and at what time.
Each notice under Section 5.3(a) shall describe with particularity any and all clauses or
provisions of this Agreement or other Transaction Document that have been breached or violated.



Section 5.4. Compliance with Laws. Originator shall comply with all Requirements of
Law of any Governmental Authority having jurisdiction over it or its business (including the
Federal Fair Labor Standards Act), except such as may be contested in good faith or as to which a
bona fide dispute may exist or the failure of which to comply with could not reasonably be expected
to have a Material Adverse Effect.



Section 5.5. Preservation of Existence, Etc. Originator shall:



(a) Preserve and maintain in full force and effect its partnership existence and good standing
under the laws of its state or jurisdiction of organization except in connection with transactions
permitted by the Credit Agreement;



(b) Preserve and maintain in full force and effect all governmental rights, privileges,
qualifications, permits, licenses and franchises necessary or desirable in the normal conduct of
its business except in connection with transactions permitted by the Credit Agreement, or except
where the failure to so preserve or maintain such governmental rights, privileges, qualifications,
permits, licenses and franchises could not reasonably be expected to have a Material Adverse
Effect;



(c) Preserve its business organization and goodwill, except where the failure to so preserve
its business organization or goodwill could not reasonably be expected to have a Material Adverse
Effect; and



(d) Preserve or renew all of its registered patents, trademarks, trade names and service
marks, the non-preservation of which could reasonably be expected to have a Material Adverse
Effect.



Section 5.6. Payment of Obligations. Originator shall pay and discharge as the same
shall become due and payable (except to the extent the failure to so pay and discharge could not
reasonably be expected to have a Material Adverse Effect), all of its obligations and liabilities,
including:



(a) All 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
and adequate reserves in accordance with GAAP are being maintained by Originator or such
Subsidiary; and



(b) All lawful claims which, if unpaid, would by law become a Adverse Claim upon its property,
unless such claims are being contested in good faith by appropriate proceedings and adequate
reserves in accordance with GAAP are being maintained by Originator or such Subsidiary.



Section 5.7. Audits. Originator will furnish to Buyer (or its assigns) from time to
time such information with respect to it and the Receivables as Buyer (or its assigns) may
reasonably request. Originator will, from time to time during regular business hours as requested
by Buyer (or its assigns), upon reasonable notice and at the sole cost of Originator, permit Buyer
(or its assigns) or their respective agents or representatives (i) to examine and make copies of
and abstracts from all Records in the possession or under the control of Originator relating to the
Receivables and the associated Related Security, including, without limitation, the related
Contracts, and (ii) to visit the offices and properties of Originator for the purpose of examining
such materials described in clause (i) above, and to discuss matters relating to Originator’s
financial condition or the Receivables and the associated Related Security or Originator’s
performance under any of the Transaction Documents or Originator’s performance under the Contracts
and, in each case, with any of the officers or employees of Originator having knowledge of such
matters.



Section 5.8. Keeping of Records and Books. Originator will maintain and implement
administrative and operating procedures (including, without limitation, an ability to recreate
records evidencing Receivables in the event of the destruction of the originals thereof), and keep
and maintain all documents, books, records and other information reasonably necessary or advisable
for the collection of all Receivables (including, without limitation, records adequate to permit
the immediate identification of each new Receivable and all Collections of and adjustments to each
existing Receivable). Originator will give Buyer (or its assigns) notice of any material change in
the administrative and operating procedures referred to in the previous sentence.



Section 5.9. Compliance with Contracts and Credit and Collection Policy. Originator
will timely and fully (i) perform and comply with all provisions, covenants and other promises
required to be observed by it under the Contracts related to the Receivables, except where the
failure to so comply could not reasonably be expected to have a material adverse impact on the
overall collectibility of the Receivables, and (ii) comply in all respects with the Credit and
Collection Policy in regard to each Receivable and the related Contract, except where the failure
to so comply could not reasonably be expected to have a material adverse impact on the overall
collectibility of the Receivables.



Section 5.10. Ownership. Originator will take all necessary action to establish and
maintain, irrevocably in Buyer, legal and equitable title to the Receivables, free and clear of any
Adverse Claims other than Adverse Claims arising under the Transaction Documents. Originator
authorizes Buyer to file all financing statements or other similar instruments or documents
necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s
interest in the Receivables and such other action to perfect, protect or more fully evidence the
interest of Buyer as Buyer (or its assigns).



Section 5.11. Purchasers’ Reliance. Originator acknowledges that the Agents and the
Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance
upon Buyer’s identity as a legal entity that is separate from Originator and any Affiliates
thereof. Therefore, from and after the date of execution and delivery of this Agreement,
Originator will take all reasonable steps including, without limitation, all steps that Buyer or
any assignee of Buyer may from time to time reasonably request to maintain Buyer’s identity as a
separate legal entity and to make it manifest to third parties that Buyer is an entity with assets
and liabilities distinct from those of Originator and any Affiliates thereof and not just a
division of Originator or any such Affiliate. Without limiting the generality of the foregoing and
in addition to the other covenants set forth herein, Originator (i) will not hold itself out to
third parties as liable for the debts of Buyer nor purport to own the Receivables, (ii) will take
all other actions necessary on its part to ensure that Buyer is at all times in compliance with the
covenants set forth in Section 7.10 of the Purchase Agreement and (iii) will cause all tax
liabilities arising in connection with the transactions contemplated herein or otherwise to be
allocated between Originator and Buyer on an arm’s-length basis and in a manner consistent with the
procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.



Section 5.12. Collections. Originator, individually or as Servicer, will cause all
Collections on the Receivables to be concentrated each Business Day into the Servicer’s
Concentration Account; provided, however, that solely with respect to each account listed on
Schedule C to the Purchase Agreement (as such Schedule C may be updated by the Servicer with a
delivery of a revised Schedule C concurrent with the delivery of the Monthly Report pursuant to
Article VIII of the Purchase Agreement provided that no account may be added to such Schedule C
without the consent of Buyer and the Agents if, after giving effect to such account’s addition and
any prior or concurrent account closures and deletions, the aggregate Collections flowing through
all accounts listed on Schedule C could reasonably be expected to exceed 5% of total weekly
Collections on a pro forma basis), so long as the daily balance therein does not exceed $2,500,
Originator, individually or as Servicer, will concentrate the Collections therein into the
Servicer’s Concentration Account not less than once per calendar week. Originator, individually or
as Servicer, will sweep all such Collections from the Servicer’s Concentration Account no less than
daily into the Facility Account and, unless the Termination Date has occurred, immediately
thereafter transferred to the Originator’s Account.



Section 5.13. Negative Covenants of Originator. Until the date on which this
Agreement terminates in accordance with its terms, and all Aggregate Unpaids (as defined in the
Purchase Agreement) have been paid in full, Originator hereby covenants that:



(a) Name Change, Offices and Records. Originator will not change its name, identity
or legal structure (within the meaning of Article 9 of any applicable enactment of the UCC) or
relocate any office where Records are kept unless it shall have given Buyer (or its assigns) at
least fifteen (15) days’ prior written notice thereof. Furthermore, Originator authorizes Buyer (or
its assigns) to file all financing statements, instruments and other documents in connection with
such change or relocation.



(b) Change in Payment Instructions to Obligors. Originator will not authorize any
Obligor to make payment to any account other than a Lock-Box or Collection Account (each, as
defined in the Purchase Agreement) which is swept into the Servicer’s Concentration Account in
accordance with Section 5.12.



(c) Modifications to Contracts and Credit and Collection Policy. Originator will not
make any change to the Credit and Collection Policy that could adversely affect the collectibility
of the Receivables or decrease the credit quality of any newly created Receivables. Except as
otherwise permitted in its capacity as Servicer pursuant to Article VIII of the Purchase Agreement,
Originator will not extend, amend or otherwise modify the terms of any Receivable or any Contract
related thereto other than in accordance with the Credit and Collection Policy.



(d) Sales, Adverse Claims. Originator will not sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to
exist any Adverse Claim upon (including, without limitation, the filing of any financing statement)
or with respect to, the Receivables, or the Servicer’s Concentration Account, or assign any right
to receive income with respect thereto (other than, in each case, the creation of the interests
therein in favor of Buyer provided for herein), and Originator will defend the right, title and
interest of Buyer in, to and under any of the foregoing property, against all claims of third
parties claiming through or under Originator.



(e) Accounting for Purchase. Originator will not, and will not permit any Affiliate
to, account for or treat (whether in financial statements or otherwise) the transactions
contemplated hereby in any manner other than the sale and contribution of the Receivables by
Originator to Buyer except to the extent that either such transaction is not recognized on account
of consolidated financial reporting in accordance with generally accepted accounting principles.



(f) Change in Business. Originator shall not engage in any material line of business
substantially different from those lines of business carried on by Originator and the Restricted
Subsidiaries on the date of this Agreement.



(g) Accounting Changes. Originator shall not, and shall not suffer or permit any
Restricted Subsidiary to, make any significant change in accounting treatment or reporting
practices, except as required by GAAP, or change the fiscal year of Originator or of any Restricted
Subsidiary except as required by the Code.



ARTICLE VI

ADMINISTRATION AND COLLECTION




Section 6.1. Designation of Servicer. The servicing, administration and collection of
the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time
in accordance with this Section 6.1. Ferrellgas, L.P. is hereby designated as, and hereby agrees
to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement and
the Purchase Agreement. The Administrative Agent (as Buyer’s assignee) may at any time designate
as Servicer any Person to succeed Ferrellgas, L.P. or any successor Servicer; provided, however,
that unless a Termination Event has occurred, replacement of the Servicer shall not result in the
occurrence of the Termination Date.



Section 6.2. Duties of Servicer.



(a) The Servicer shall take or cause to be taken all such actions as may be necessary or
advisable to collect each Receivable from time to time, all in accordance with applicable laws,
rules and regulations, with reasonable care and diligence, and in accordance with the Credit and
Collection Policy.



(b) The Servicer shall administer the Collections in accordance with the procedures described
in this Agreement and the Purchase Agreement.



(c) Any payment by an Obligor in respect of any indebtedness owed by it to Originator shall,
except as otherwise specified by such Obligor or otherwise required by contract or law and unless
otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of
such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and
payable thereunder before being applied to any other receivable or other obligation of such
Obligor.



Section 6.3. Servicing Fee. In consideration of Ferrellgas, L.P.’s agreement to act
as Servicer hereunder and under the Purchase Agreement, the parties hereby agree that, so long as
Ferrellgas, L.P. shall continue to perform as Servicer hereunder and under the Purchase Agreement,
as compensation for its servicing activities, Ferrellgas, L.P. shall be entitled to a per annum fee
(the “Servicing Fee”), payable monthly in arrears on the 20th day of each month hereafter (or, if
any such date is not a Business Day, on the next succeeding Business Day), determined between the
Servicer and Buyer on an arms’-length basis (at any time while Ferrellgas, L.P. or one of its
Affiliates is acting as Servicer).



ARTICLE VII

TERMINATION EVENTS




Section 7.1. Termination Events. The occurrence of any one or more of the following
events shall constitute a Termination Event:



(a) Non-Payment. Originator fails to pay, within 5 days after the same becomes due,
any interest, fee or any other amount payable under this Agreement or under any other Transaction
Document; or



(b) Representation or Warranty. Any representation or warranty by Originator made or
deemed made in this Agreement, in any other Transaction Document, or which is contained in any
certificate, document or financial or other statement by Originator or any Responsible Officer
furnished at any time under this Agreement, or in or under any other Transaction Document, is
incorrect in any material respect on or as of the date made or deemed made; or



(c) Specific Defaults. Originator fails to perform or observe any term, covenant or
agreement contained in any of Section 5.3(a), 5.12 or 5.13; or



(d) Other Defaults. Originator fails to perform or observe any other term or covenant
contained in this Agreement or any other Transaction Document, and such default shall continue
unremedied for a period of 30 days after the earlier of (i) the date upon which a Responsible
Officer knew or reasonably should have known of such failure or (ii) the date upon which written
notice thereof is given to Originator by Buyer or the Administrative Agent (as Buyer’s assignee);
or



(e) [Reserved];



(f) Insolvency; Voluntary Proceedings. The General Partner or Originator (i) ceases
or fails to be solvent, or generally fails to pay, or admits in writing its inability to pay, its
debts as they become due, subject to applicable grace periods, if any, whether at stated maturity
or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course;
(iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to
effectuate or authorize any of the foregoing; or



(g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced
or filed against the General Partner or Originator, or any writ, judgment, warrant of attachment,
execution or similar process, is issued or levied against a substantial part of any such Person’s
properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment,
warrant of attachment, execution or similar process shall not be released, vacated or fully bonded
within 60 days after commencement, filing or levy; (ii) the General Partner or Originator admits
the material allegations of a petition against it in any Insolvency Proceeding, or an order for
relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) the
General Partner or Originator acquiesces in the appointment of a receiver, trustee, custodian,
conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for
itself or a substantial portion of its property or business; or



(h) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan which has
resulted or could reasonably be expected to result in liability of Originator or the General
Partner under Title IV of ERISA to the Pension Plan or the PBGC in an aggregate amount in excess of
$25,000,000; or (ii) the commencement or increase of contributions to, or the adoption of or the
amendment of a Pension Plan by Originator, the General Partner or any of their Affiliates which has
resulted or could reasonably be expected to result in an increase in Unfunded Pension Liability
among all Pension Plans in an aggregate amount in excess of $25,000,000; or



(i) Monetary Judgments. One or more judgments, orders, decrees or arbitration awards
is entered against Originator or the General Partner involving in the aggregate a liability (to the
extent not covered by independent third-party insurance as to which the insurer does not dispute
coverage) as to any single or related series of transactions, incidents or conditions, of more than
$25,000,000; or



(j) Non-Monetary Judgments. Any non-monetary judgment, order or decree is entered
against Originator or the General Partner which does or would reasonably be expected to have a
Material Adverse Effect, and there shall be any period of 60 consecutive days during which a stay
of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or



(k) Adverse Change. There occurs a Material Adverse Effect; or



(l) Change of Control. A Change of Control shall occur.



Section 7.2. Remedies. Upon the occurrence and during the continuation of a
Termination Event, Buyer may take any of the following actions: (i) declare the Termination Date to
have occurred, whereupon the Termination Date shall forthwith occur, without demand, protest or
further notice of any kind, all of which are hereby expressly waived by Originator; provided,
however, that upon the occurrence of a Termination Event described in Section 7.1(f) or (g), or of
an actual or deemed entry of an order for relief with respect to Originator under the Federal
Bankruptcy Code, the Termination Date shall automatically occur, without demand, protest or any
notice of any kind, all of which are hereby expressly waived by Originator and (ii) to the fullest
extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any
amounts then due and owing by Originator to Buyer. The aforementioned rights and remedies shall be
without limitation and shall be in addition to all other rights and remedies of Buyer and its
assigns otherwise available under any other provision of this Agreement, by operation of law, at
equity or otherwise, all of which are hereby expressly preserved, including, without limitation,
all rights and remedies provided under the UCC, all of which rights shall be cumulative.



ARTICLE VIII

INDEMNIFICATION




Section 8.1. Indemnities by Originator. Without limiting any other rights that Buyer
may have hereunder or under applicable law, Originator hereby agrees to indemnify (and pay upon
demand to) Buyer and its assigns, officers, directors, agents and employees (each, an “Indemnified
Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses
and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be
employees of Buyer or any such assign) and disbursements (all of the foregoing being collectively
referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or
as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of the
Receivables, excluding, however:



(a) Indemnified Amounts to the extent that a final judgment of a court of competent
jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful
misconduct on the part of the Indemnified Party seeking indemnification;



(b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that
are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the
related Obligor; or



(c) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive
office is located, on or measured by the overall net income of such Indemnified Party to the extent
that the computation of such taxes is consistent with the characterization for income tax purposes
of the acquisition by the Purchasers of Purchaser Interests under the Purchase Agreement as a loan
or loans by the Purchasers to Buyer secured by, among other things, the Receivables;



provided, however, that nothing contained in this sentence shall limit the liability of Originator
or limit the recourse of Buyer to Originator for amounts otherwise specifically provided to be paid
by Originator under the terms of this Agreement. Without limiting the generality of the foregoing
indemnification, Originator shall indemnify Buyer for Indemnified Amounts (including, without
limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement
therefore would constitute recourse to Originator) relating to or resulting from:




(i) any representation or warranty made by Originator (or any officers of Originator)
under or in connection with this Agreement, any other Transaction Document or any other
information or report delivered by Originator pursuant hereto or thereto that shall have
been false or incorrect when made or deemed made;




(ii) the failure by Originator, to comply with any applicable law, rule or regulation
with respect to any Receivable or Contract related thereto, or the nonconformity of any
Receivable or Contract included therein with any such applicable law, rule or regulation or
any failure of Originator to keep or perform any of its obligations, express or implied,
with respect to any Contract;




(iii) any failure of Originator to perform its duties, covenants or other obligations
in accordance with the provisions of this Agreement or any other Transaction Document;




(iv) any products liability, personal injury or damage suit or other similar claim
arising out of or in connection with merchandise, insurance or services that are the subject
of any Contract or any Receivable;




(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the
Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a
defense based on such Receivable or the related Contract not being a legal, valid and
binding obligation of such Obligor enforceable against it in accordance with its terms), or
any other claim resulting from the sale of the merchandise or service related to such
Receivable or the furnishing or failure to furnish such merchandise or services;




(vi) the commingling of Collections allocable to the Receivables at any time with other
funds;




(vii) any investigation, litigation or proceeding related to or arising from this
Agreement or any other Transaction Document, the transactions contemplated hereby, the use
of the proceeds of any Purchase Price payment, the ownership of the Receivables and the
associated Related Security, or any other investigation, litigation or proceeding relating
to Originator in which any Indemnified Party becomes involved as a result of any of the
transactions contemplated hereby;




(viii) any inability to litigate any claim against any Obligor in respect of any
Receivable as a result of such Obligor being immune from civil and commercial law and suit
on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;




(ix) any Termination Event described in Section 7.1(f) or (g);




(x) any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal
and equitable title to, and ownership of, the Receivables and the associated Related
Security free and clear of any Adverse Claim;




(xi) the failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or other
applicable laws with respect to the Receivables, and the proceeds of any thereof, whether at
the time of the Purchase or at any subsequent time;




(xii) any action or omission by Originator which reduces or impairs the rights of Buyer
with respect to any Receivable or the value of any such Receivable; and




(xiii) any attempt by any Person to void the Purchase hereunder under statutory
provisions or common law or equitable action.



Section 8.2. Other Costs and Expenses. Originator shall pay all reasonable costs and
out-of-pocket expenses in connection with the preparation, execution and delivery of this
Agreement. Originator shall pay to Buyer on demand any and all costs and expenses of Buyer, if
any, including reasonable counsel fees and expenses in connection with the enforcement of this
Agreement and the other documents delivered hereunder and in connection with any restructuring or
workout of this Agreement or such documents, or the administration of this Agreement following a
Termination Event.



ARTICLE IX

MISCELLANEOUS




Section 9.1. Waivers and Amendments.



(a) No failure or delay on the part of Buyer (or its assigns) in exercising any power, right
or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other further exercise thereof or the
exercise of any other power, right or remedy. The rights and remedies herein provided shall be
cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this
Agreement shall be effective only in the specific instance and for the specific purpose for which
given.



(b) No provision of this Agreement or the Subordinated Note may be amended, supplemented,
modified or waived except in writing signed by Originator and Buyer and, to the extent required
under the Purchase Agreement, the Agents.



Section 9.2. Notices. All communications and notices provided for hereunder shall be
in writing (including bank wire, telecopy, electronic mail, facsimile transmission or similar
writing) and shall be given to the other parties hereto at their respective addresses or telecopy
numbers set forth on the signature pages hereof or at such other address or telecopy number as such
Person may hereafter specify for the purpose of notice to the other party hereto. Each such notice
or other communication shall be effective (a) if given by telecopy, upon the receipt thereof,
(b) if given by mail, three (3) Business Days after the time such communication is deposited in the
mail with first class postage prepaid or (c) if given by any other means, when received at the
address specified in this Section 7.2.



Section 9.3. Protection of Ownership Interest of Buyer.



(a) Originator agrees that from time to time, at its expense, it will promptly execute and
deliver all instruments and documents, and take all actions, that may be necessary or desirable, or
that Buyer (or its assigns) may request, to perfect, protect or more fully evidence the ownership
interest of Buyer hereunder and ownership of the Receivables and the associated Related Security,
or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder.
At any time, Buyer (or its assigns) may, at Originator’s sole cost and expense, direct Originator
to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and
may also, at any time after the occurrence and continuation of a Termination Event, direct that
payments of all amounts due or that become due under any or all Receivables be made directly to
Buyer or its designee.



(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns)
may (but shall not be required to) perform, or cause performance of, such obligations, and Buyer’s
(or such assigns’) costs and expenses incurred in connection therewith shall be payable by
Originator as provided in Section 6.2. Originator irrevocably authorizes Buyer (and its assigns)
at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints
Buyer (and its assigns) as its attorney(ies)-in-fact, to act on behalf of Originator (i) to, after
the occurrence and continuance of a Termination Event execute on behalf of Originator as debtor and
to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to
perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and
(ii) after the occurrence and continuance of a Termination Event, to file a carbon, photographic or
other reproduction of this Agreement or any financing statement with respect to the Receivables as
a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem
necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interest
in the Receivables. This appointment is coupled with an interest and is irrevocable.



Section 9.4. Confidentiality.



(a) Originator shall maintain and shall cause each of its employees and officers to maintain
the confidentiality of the Fee Letter and the other confidential or proprietary information with
respect to the Agents and the Conduit Purchaser and their respective businesses obtained by it or
them in connection with the structuring, negotiating and execution of the transactions contemplated
herein, except that Originator and its officers and employees may disclose such information to
Originator’s external accountants and attorneys and as required by any applicable law or order of
any judicial or administrative proceeding.



(b) Originator hereby consents to the disclosure of any nonpublic information with respect to
it (i) to Buyer, the Agents or the Purchasers, (ii) to any prospective or actual assignee or
participant of any of the Persons described in clause (i), (iii) to any rating agency, Commercial
Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to the Conduit
Purchaser or any entity organized for the purpose of purchasing, or making loans secured by,
financial assets for which any Agent acts as the administrator and (iv) to any officers, directors,
employees, outside accountants and attorneys of any of the foregoing, provided each such Person is
informed of the confidential nature of such information and, in the case of a Person described in
clause (ii), agrees in writing to keep such information confidential. In addition, the Purchasers
and the Agents may disclose any such nonpublic information pursuant to any law, rule, regulation,
direction, request or order of any judicial, administrative or regulatory authority or proceedings
(whether or not having the force or effect of law).



(c) Buyer shall maintain and shall cause each of its employees and officers to maintain the
confidentiality of the confidential or proprietary information with respect to Originator, the
Obligors and their respective businesses obtained by it in connection with the due diligence
evaluations, structuring, negotiating and execution of the Transaction Documents, and the
consummation of the transactions contemplated herein and any other activities of Buyer arising from
or related to the transactions contemplated herein provided, however, that each of Buyer and its
employees and officers shall be permitted to disclose such confidential or proprietary information:
(i) to the Persons described in clause (b) above, and (ii) to the extent required pursuant to any
applicable law, rule, regulation, direction, request or order of any judicial, administrative or
regulatory authority or proceedings with competent jurisdiction (whether or not having the force or
effect of law) so long as such required disclosure is made under seal to the extent permitted by
applicable law or by rule of court or other applicable body.



Section 9.5. Bankruptcy Petition.



(a) Originator and Buyer each hereby covenants and agrees that, prior to the date that is one
year and one day after the payment in full of all outstanding senior indebtedness of the Conduit
Purchaser, it will not institute against, or join any other Person in instituting against the
Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or any state of the
United States.



(b) Originator covenants and agrees that, prior to the date that is one year and one day after
the payment in full of all outstanding obligations of Buyer under the Purchase Agreement, it will
not institute against, or join any other Person in instituting against, Buyer any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.



Section 9.6. Limitation of Liability(a) . Except with respect to any claim arising
out of the willful misconduct or gross negligence of any of the Purchasers or Agents, no claim may
be made by Originator or any other Person against any of the Purchasers or Agents or their
respective Affiliates, directors, officers, employees, attorneys or agents for any special,
indirect, consequential or punitive damages in respect of any claim for breach of contract or any
other theory of liability arising out of or related to the transactions contemplated by this
Agreement, or any act, omission or event occurring in connection therewith; and Originator hereby
waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in its favor.



Section 9.7. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAWS THEREOF (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS, TO THE EXTENT OTHERWISE
EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTERESTS
OR SECURITY INTERESTS OF BUYER OR THE ADMINISTRATIVE AGENT IN THE RECEIVABLES AND THE ASSOCIATED
RELATED SECURITY IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.



Section 9.8. CONSENT TO JURISDICTION. NOTWITHSTANDING THE CHOICE OF TEXAS LAW
PURSUANT TO SECTION 9.7, ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY
ORIGINATOR PURSUANT TO THIS AGREEMENT AND ORIGINATOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN
SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST ORIGINATOR IN THE
COURTS OF ANY OTHER JURISDICTION.



Section 9.9. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY
DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.



Section 9.10. Integration; Binding Effect; Survival of Terms.



(a) This Agreement and each other Transaction Document contain the final and complete
integration of all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among the parties hereto with respect to the
subject matter hereof superseding all prior oral or written understandings.



(b) This Agreement shall be binding upon and inure to the benefit of Originator, Buyer and
their respective successors and permitted assigns (including any trustee in bankruptcy).
Originator may not assign any of its rights and obligations hereunder or any interest herein
without the prior written consent of Buyer. Buyer may assign at any time its rights and
obligations hereunder and interests herein to any other Person without the consent of Originator.
Without limiting the foregoing, Originator acknowledges that Buyer, pursuant to the Purchase
Agreement, may assign to the Administrative Agent, for the benefit of the Purchasers, its rights,
remedies, powers and privileges hereunder and that the Administrative Agent may further assign such
rights, remedies, powers and privileges to the extent permitted in the Purchase Agreement.
Originator agrees that the Administrative Agent, as the assignee of Buyer, shall, subject to the
terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly
all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right
to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and
Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights
and remedies. This Agreement shall create and constitute the continuing obligations of the parties
hereto in accordance with its terms and shall remain in full force and effect until terminated in
accordance with its terms; provided, however, that the rights and remedies with respect to (i) any
breach of any representation and warranty made by Originator pursuant to Article II; (ii) the
indemnification and payment provisions of Article VIII; and (iii) Section 9.5 shall be continuing
and shall survive any termination of this Agreement.



Section 9.11. Counterparts; Severability; Section References. This Agreement may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same Agreement. Any provisions of this Agreement which are
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. Unless otherwise expressly
indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean
articles and sections of, and schedules and exhibits to, this Agreement.



[Remainder of page intentionally left blank]IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed and delivered by their duly authorized officers as of the date
hereof.



FERRELLGAS, L.P.



	 	 	 	 	 
	By: Ferrellgas, Inc., its General Partner
	By:	 	/s/ J. Ryan VanWinkle

	 	 	 

	 	 	Name:

	 	J. Ryan VanWinkle
	 	 	Title: Senior Vice President and Chief

Financial Officer







Address:



	 	 	 	 	 
	Ferrellgas, L.P.
	 	 
	7500 College Blvd., Suite 1000

	Overland Park, Kansas 66210
	 	 
	Attention: Chief Financial Officer

	Telephone: (913) 661-1500
	 	 
	Facsimile: (913) 661-1537
	 	 
	FERRELLGAS RECEIVABLES, LLC
	 	 
	By:	 	/s/ J. Ryan VanWinkle
	 	 	 
	
 
	 	Name:
	 	J. Ryan VanWinkle
	 	 	Title: Senior Vice President and Chief

Financial Officer






Address:



	 	 	 
	One Liberty Plaza

	Liberty, MO 64068

	Attention: Cathy Brown

	Phone:

	 	(816) 407-2403






EXHIBIT I




DEFINITIONS




This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and
the Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set forth in this
Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a
capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and not
otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto
in Exhibit I to the Purchase Agreement.



“Acquisition” means any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets
of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of
the capital stock, partnership interests or equity of any Person or otherwise causing any Person,
to become a Subsidiary of the acquiring Person, or (c) a merger or consolidation or any other
combination with another Person (other than a Person that is a Subsidiary of the acquiring Person)
provided that Originator or the Subsidiary of the acquiring entity is the surviving Person.



“Administrative Agent” has the meaning set forth in the Preliminary Statements to the
Agreement.



“Adverse Claim” means any security interest, mortgage, deed of trust, pledge, hypothecation,
assignment, charge or deposit arrangement, encumbrance, lien (statutory or other) or preferential
arrangement of any kind or nature whatsoever in respect of any property (including those created
by, arising under or evidenced by any conditional sale or other title retention agreement, the
interest of a lessor under a capital lease, any financing lease having substantially the same
economic effect as any of the foregoing, or the filing of any financing statement naming the owner
of the asset to which such lien relates as debtor, under the UCC or any comparable law) and any
contingent or other agreement to provide any of the foregoing, but not including the interest of a
lessor under an operating lease.



“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person. A Person shall be
deemed to control another Person if the controlling Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, by contract, or otherwise.



“Aggregate Unpaids” has the meaning set forth in the Purchase Agreement.



“Agreement” means this Receivable Sale Agreement, dated as of April 6, 2010, between
Originator and Buyer, as the same may be amended, restated or otherwise modified.



“Alternate Base Rate” has the meaning set forth and shall be computed as specified in the
Purchase Agreement.



“Blocked Account Agreement” has the meaning set forth in the Purchase Agreement.



“Business Day” means any day on which banks are not authorized or required to close in New
York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for
business.



“Buyer” has the meaning set forth in the preamble to the Agreement.



“Calculation Period” means each period beginning on a Monthly Payment Date and ending on the
day preceding the next succeeding Monthly Payment Date.



“Capital Interests” means (a) with respect to any corporation, any and all shares,
participations, rights or other equivalent interests in the capital of the corporation, (b) with
respect to any partnership or limited liability company, any and all partnership interests (whether
general or limited) or limited liability company interests, respectively, and other interests or
participations that confer on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, such partnership or limited liability company, and (c) with respect
to any other Person, ownership interests of any type in such Person.



“Capital Lease Obligation” has the meaning specified in the Credit Agreement.



“Change of Control” means (a) the sale, lease, conveyance or other disposition of all or
substantially all of the Originator’s assets to any Person or group (as such term is used in
Section 13(d)(3) of the Exchange Act) other than James E. Ferrell, the Related Parties and any
Person of which James E. Ferrell and the Related Parties beneficially own in the aggregate 51% or
more of the voting Equity Interests (or if such Person is a partnership, 51% or more of the general
partner interests), (b) the liquidation or dissolution of the Originator or the General Partner,
(c) the occurrence of any transaction, the result of which is that James E. Ferrell and the Related
Parties beneficially own in the aggregate, directly or indirectly, less than 51% of the total
voting power entitled to vote for the election of directors of the General Partner, or (d) the
occurrence of any transaction, the result of which is that the General Partner is no longer the
sole general partner of the Originator.



“Charged-Off Receivable” means a Receivable: (i) as to which the Obligor thereof has taken
any action, or suffered any event to occur, of the type described in Section 7.1(f) or
(g) (as if references to Originator therein refer to such Obligor); (ii) as to which the Obligor
thereof, if a natural person, is deceased, (iii) which, consistent with the Credit and Collection
Policy, would be written off Originator’s books as uncollectible, or (iv) which has been identified
by Originator, Buyer or Servicer as uncollectible.



“Code” means the Internal Revenue Code of 1986, as amended, and regulations promulgated
thereunder.



“Collections” means, with respect to any Receivable, all cash collections and other cash
proceeds in respect of such Receivable, including, without limitation, all cash proceeds of Related
Security with respect to such Receivable and all Deemed Collections (if any) with respect to such
Receivable.



“Compliance Certificate” means a certificate in the form of Exhibit III hereto duly executed
by a Responsible Officer of Originator.



“Contract” means, with respect to any Receivable, any and all instruments, agreements,
invoices or other writings pursuant to which such Receivable arises or which evidences such
Receivable.



“Contractual Obligation” means, as to any Person, any provision of any security issued by such
Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other
instrument, document or agreement to which such Person is a party or by which it or any of its
property is bound.



“Credit Agreement” means that certain Fifth Amended and Restated Credit Agreement dated as of
November 2, 2009, among Originator, as borrower, the General Partner, the lenders from time to time
party thereto, and Bank of America, N.A., as administrative agent and swing line lender, Société
Générale and BNP Paribas, as documentation agents and Wells Fargo Bank National Association and
JPMorgan Chase Bank, N.A., as syndication agents, as amended from time to time in accordance with
the terms thereof.



“Credit and Collection Policy” means Originator’s credit and collection policies and practices
relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit
IV, as modified from time to time in accordance with the Agreement.



“Deemed Collections” means Collections deemed to be received by Originator in accordance with
Section 1.3 of the Agreement.



“Default Fee” means a per annum rate of interest equal to the sum of (i) the Alternate Base
Rate, plus (ii) 2.00%.



“Discount Factor” means a percentage calculated to provide Buyer with a reasonable return on
its investment in the Purchased Receivables after taking account of (i) the time value of money
based upon the anticipated dates of collection of the Receivables and the cost to Buyer of
financing its investment in the Purchased Receivable during such period and (ii) the risk of
nonpayment by the Obligors. Originator and Buyer may agree from time to time to change the
Discount Factor based on changes in one or more of the items affecting the calculation thereof,
provided that any change to the Discount Factor shall take effect as of the commencement of a
Calculation Period, shall apply only prospectively and shall not affect the Purchase Price payment
made prior to the Calculation Period during which Originator and Buyer agree to make such change.



“Dollars,” “dollars” and “$” each mean lawful money of the United States.



“Environmental Laws” means all federal, state or local laws, statutes, common law duties,
rules, regulations, ordinances and codes, together with all administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental, health, safety and land use matters.



“Equity Interests” means Capital Interests and all warrants, options or other rights to
acquire Capital Interests (but excluding any debt security that is convertible into, or
exchangeable for, Capital Interests).



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and regulations
promulgated thereunder.



“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by
Originator or the General Partner from a Pension Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) the filing of a notice of intent to terminate, the treatment of a plan amendment as a
termination under Section 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to
terminate a Pension Plan subject to Title IV of ERISA; (d) a failure by Originator or the General
Partner to make required contributions to a Pension Plan or other Plan subject to Section 412 of
the Code; (e) an event or condition which might reasonably be expected to constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan; (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon Originator or the General Partner; or
(g) an application for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code with respect to any Pension Plan.



“Event of Default” has the meaning specified in the Credit Agreement.



“Exchange Act” means the Securities Exchange Act of 1934, and regulations promulgated
thereunder.



“Facility Account” means the account in the name of the Buyer at Wells Fargo Bank in Dallas,
Texas designated on Schedule C to the Purchase Agreement as the “Facility Account” or such other
account designated in writing from time to time by the Buyer or the Servicer to the Administrative
Agent as being the “Facility Account”.



“FCI ESOT” means the employee stock ownership trust of Ferrell Companies, Inc. organized under
Section 4975(e)(7) of the Code.



“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per annum
for each day during such period equal to (a) the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the preceding Business Day) by
the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government
Securities; or (b) if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:30 a.m. (Chicago time) for such day on such
transactions received by the Administrative Agent from three federal funds brokers of recognized
standing selected by it.



“Finance Charges” means, with respect to a Contract, any finance, interest, late payment
charges or similar charges owing by an Obligor pursuant to such Contract.



“GAAP” means generally accepted accounting principles set forth from time to time in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of the date of
determination.



“General Partner” means Ferrellgas, Inc., a Delaware corporation and the sole general partner
of Originator.



“Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any
entity exercising executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.



“Indemnified Amounts” has the meaning specified in Section 8.1.



“Indemnified Party” has the meaning specified in Section 8.1.



“Independent Auditor” has the meaning specified in Section 5.1(a).



“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other
Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the
benefit of creditors, composition, marshalling of assets for creditors, or other similar
arrangement in respect of a Person’s creditors generally or any substantial portion of a Person’s
creditors; undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.



“Material Adverse Effect” means (i) a material adverse change in, or a material adverse effect
upon, the operations, business, properties, condition (financial or otherwise) or prospects of
Originator; (ii) a material impairment of the ability of Originator or any Subsidiary to perform
under any Transaction Document to which it is a party; (iii) a material adverse effect upon the
legality, validity, binding effect or enforceability against Originator or any Subsidiary of any
Transaction Document to which it is a party; (iv) a material adverse effect upon Originator’s,
Buyer’s, the Administrative Agent’s or any Purchaser’s interest in the Receivables generally or in
any significant portion of the Receivables, or (v) a material adverse effect upon the
collectibility of the Receivables generally or of any material portion of the Receivables.



“MLP” means Ferrellgas Partners, L.P., a Delaware limited partnership and the sole limited
partner of Originator.



“Monthly Payment Date” has the meaning set forth in the Purchase Agreement.



“Net Worth” means as of the last Business Day of each Calculation Period preceding any date of
determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables at
such time, over (b) the sum of (i) the Aggregate Capital outstanding at such time, plus (ii) the
aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan
proposed to be made on the date of determination).



“Non-Recourse Subsidiary” has the meaning specified in the Credit Agreement.



“Obligor” means a Person obligated to make payments pursuant to a Contract.



“Organization Documents” means, (a) for any corporation, the certificate or articles of
incorporation, the bylaws, any certificate of determination or instrument relating to the rights of
preferred shareholders of such corporation, any shareholder rights agreement, and all applicable
resolutions of the board of directors (or any committee thereof) of such corporation, (b) for any
general or limited partnership, the partnership agreement of such partnership and all amendments
thereto and any agreements otherwise relating to the rights of the partners thereof, and (c) for
any limited liability company, the limited liability, operating or similar agreement and all
amendments thereto and any agreements otherwise relating to the rights of the members thereof.



“Originator” has the meaning set forth in the preamble to the Agreement.



“Originator’s Account” has the meaning set forth in Section 1.4(a).



“Outstanding Balance” of any Receivable at any time means the then outstanding principal
balance thereof.



“Partnership Agreement” shall mean the Third Amended and Restated Agreement of Limited
Partnership of Originator dated April 7, 2004, as amended from time to time in accordance with the
terms of this Agreement.



“PBGC” means the Pension Benefit Guaranty Corporation, or any Governmental Authority
succeeding to any of its principal functions under ERISA.



“Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV
of ERISA which Originator or the General Partner sponsors, maintains, or to which it makes, is
making, or is obligated to make contributions, or in the case of a multiple employer plan (as
described in Section 4064(a) of ERISA) has made contributions at any time during the immediately
preceding five (5) plan years.



“Person” means an individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture or Governmental
Authority.



“Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which Originator
sponsors or maintains or to which Originator or the General Partner makes, is making, or is
obligated to make contributions and includes any Pension Plan.



“Potential Termination Event” means an event which, with the passage of time or the giving of
notice, or both, would constitute a Termination Event.



“Purchase” means the purchase or contribution pursuant to Section 1.2(a) of the
Agreement by Buyer from Originator of the Receivable, together with all related rights in
connection therewith.



“Purchase Agreement” has the meaning set forth in the Preliminary Statements to the Agreement.



“Purchase Price” means, on any date of determination, the aggregate price to be paid by Buyer
to Originator for the Receivable, which price shall equal (i) the Outstanding Balance of the
Receivables as of the close of business on the Business Day preceding the date of determination,
multiplied by (ii) one minus the Discount Factor in effect on such date.



“Purchaser” has the meaning set forth in the Preliminary Statements to the Agreement.



“Receivable” means each account receivable owed to Originator (at the time it arises, and
before giving effect to any transfer or conveyance under the Agreement), arising in connection with
the sale of propane or provision of related services by Originator (other than sales made under the
trade name of Ferrell North America and tank exchange sales made under the trade name of Blue
Rhino), including, without limitation, the obligation to pay any Finance Charges with respect
thereto. Accounts receivable arising from any one transaction, including, without limitation,
accounts receivable represented by a single invoice, shall constitute a Receivable separate from a
Receivable consisting of the accounts arising from any other transaction; provided, further, that
any account receivable referred to in the immediately preceding sentence shall be a Receivable
regardless of whether the account debtor or Originator treats such obligation as a separate payment
obligation.



“Records” means, with respect to any Receivable, (i) any and all customer information
regarding payment history of the applicable Obligor, propane gallons delivered to the applicable
Obligor, timing of propane gallons delivered to the applicable Obligor, payment terms and prices
charged to the applicable Obligor, and (ii) any and all invoices evidencing all or any portion of
the amount owing under such Receivable, whether each of the foregoing is in paper or electronic
form.



“Related Party” means (a) the spouse or any lineal descendant of James E. Ferrell, (b) any
trust for his benefit or for the benefit of his spouse or any such lineal descendants, (c) any
corporation, partnership or other entity in which James E. Ferrell and/or such other Persons
referred to in the foregoing clauses (a) and (b) are the direct record and beneficial owners of all
of the voting and nonvoting Equity Interests, (d) the FCI ESOT or (e) any participant in the FCI
ESOT whose ESOT account has been allocated shares of Ferrell Companies, Inc.



“Related Security” means, with respect to any Receivable:



(i) all Records related to such Receivable, and



(ii) all proceeds of such Receivable or Records.



“Reportable Event” means any of the events set forth in Section 4043(b) of ERISA or the
regulations thereunder, other than any such event for which the 30-day notice requirement under
ERISA has been waived in regulations issued by the PBGC.



“Required Capital Amount” means, as of any date of determination, an amount equal to the
greater of (i) 3% of the aggregate Outstanding Balance of the Receivables as of such date and (ii)
$3,000,000.



“Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule or
regulation or determination of an arbitrator or of a Governmental Authority, in each case
applicable to or binding upon the Person or any of its property or to which the Person or any of
its property is subject.



“Responsible Officer” means the chief executive officer, the president, the chief financial
officer, vice president of finance, manager of finance, the treasurer or assistant treasurer of the
General Partner or any other officer having substantially the same authority and responsibility to
act for the General Partner on behalf of Originator.



“Restricted Subsidiary” has the meaning provided in the Credit Agreement.



“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding
to any of its principal functions.



“Servicer” has the meaning specified in Section 6.1.



“Servicer’s Concentration Account” means the account in the name of the Buyer at Wells Fargo
Bank in Dallas, Texas and designated on Schedule C to the Purchase Agreement as the “Servicer
Concentration Account” or otherwise designated in writing from time to time by the Servicer or
Buyer to the Administrative Agent as being the “Servicer’s Concentration Account”.



“Servicing Fee” has the meaning set forth in Section 6.3.



“Subordinated Loan” means a loan from Originator to Buyer of a portion of the Purchase Price
that is evidenced by and payable as provided in the Subordinated Note.



“Subordinated Note” means a subordinated promissory note of Buyer payable to the order of
Originator in substantially the form of Exhibit V hereto, which promissory note shall evidence that
portion of the Purchase Price owing by Buyer to Originator at any time in respect of the Receivable
owned by Buyer at such time.



“Subsidiary” means, with respect to any Person, any corporation, limited liability company,
partnership, association or other business entity of which more than 50% of the total voting power
of shares of Capital Interests entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof (or, in the case of a limited
partnership, more than 50% of either the general partners’ Capital Interests or the limited
partners’ Capital Interests) is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person or a combination thereof. Unless
otherwise indicated in this Agreement, “Subsidiary” shall mean a Subsidiary of Originator.
Notwithstanding the foregoing, any Subsidiary of Originator that is designated a “Non-Recourse
Subsidiary” pursuant to the definition thereof in this Agreement shall, for so long as all of the
statements in the definition thereof remain true, not be deemed a Subsidiary of Originator.



“Termination Date” means the earliest to occur of (i) the Facility Termination Date under and
as defined in the Purchase Agreement, (ii) the Business Day immediately prior to the occurrence of
a Termination Event set forth in Section 7.1(f) or (g) with respect to Originator,
(iii) the Business Day specified in a written notice from Buyer (or the Administrative Agent, as
Buyer’s assignee) to Originator following the occurrence of any other Termination Event, and
(iv) the date which is 30 Business Days after receipt by the Administrative Agent (as Buyer’s
assignee) of written notice from Originator that it wishes to terminate the facility evidenced by
this Agreement.



“Termination Event” has the meaning set forth in Section 7.1 of the Agreement.



“Transaction Documents” means, collectively, this Agreement, the Purchase Agreement, and all
other instruments, documents and agreements executed and delivered by Originator in connection
herewith or therewith.



“UCC” means the Uniform Commercial Code as from time to time in effect in the specified
jurisdiction.



“Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in
accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the
Code for the applicable plan year.



All accounting terms not specifically defined herein shall be construed in accordance with
GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically
defined herein, are used herein as defined in such Article 9.



Exhibit II




Principal Place of Business and Chief Executive Office; Locations of Records; Federal Employer

Identification Number; Other Names




Chief Executive Office and Principal Place of Business:




7500 College Blvd., Suite 1000


Overland Park, Kansas 66210



Location of Records:



Same as above and One Liberty Plaza, Liberty, Missouri 64068



Federal Employer Identification Number:



43-1698481



Partnership, Trade and Assumed Names:




Ferrellgas


Ferrell North America


American Energy


NRG


Econogas


Blue Rhino


Qwik Ship


Global Sourcing


Uniflame


Ferrell Transport


Crow’s LP Gas


Elk Grove Gas & Oil


Lorensen Propane



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Exhibit III




Form of Compliance Certificate




This Compliance Certificate is furnished pursuant to that certain Receivable Sale Agreement,
dated as of April 6, 2010, between Ferrellgas, L.P. (“Originator”) and Ferrellgas Receivables, LLC
(as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”).
Capitalized terms used and not otherwise defined herein are used with the meanings attributed
thereto in the Agreement.



THE UNDERSIGNED HEREBY CERTIFIES THAT:



1. I am the duly elected        of Originator.



2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under
my supervision, a detailed review of the transactions and conditions of Originator and its
Subsidiaries during the accounting period covered by the attached financial statements.



3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes a Termination Event or a Potential
Termination Event, as each such term is defined under the Agreement, during or at the end of the
accounting period covered by the attached financial statements or as of the date of this
Certificate, except as set forth below.



4. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the action which
Originator has taken, is taking, or proposes to take with respect to each such condition or event:



The foregoing certifications, together with the computations set forth in Schedule I hereto
and the financial statements delivered with this Certificate in support hereof, are made and
delivered this        day of       , 20      .




[Name]



Exhibit IV




Credit and Collection Policy







2






Exhibit V




Form of Subordinated Note




SUBORDINATED NOTE




[DATE]




1. Note. FOR VALUE RECEIVED, the undersigned, Ferrellgas Receivables, LLC, a Delaware
limited liability company (“Buyer”), hereby unconditionally promises to pay to the order of
Ferrellgas, L.P., a Delaware limited partnership (“Seller”), in lawful money of the United States
of America and in immediately available funds, on or before the date following the Termination Date
which is one year and one day after the date on which (i) the Receivables Interest (as defined in
the Receivable Sale Agreement hereinafter described) has been reduced to zero and (ii) all
indemnities, adjustments and other amounts which may be owed thereunder in connection with the
Receivable (as defined in the Receivable Sale Agreement hereinafter described) have been paid (the
“Collection Date”), the aggregate unpaid principal sum outstanding of all Subordinated Loans (as
defined in the Receivable Sale Agreement hereinafter described) made from time to time by Seller to
Buyer pursuant to and in accordance with the terms of that certain Receivable Sale Agreement, dated
as of April 6, 2010, between Seller and Buyer (as amended, restated, supplemented or otherwise
modified from time to time, the “Receivable Sale Agreement”). Reference to Section 1.3 of
the Receivable Sale Agreement is hereby made for a statement of the terms and conditions under
which the loans evidenced hereby have been and will be made. Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to such terms in the Receivable Sale
Agreement.



2. Interest. Buyer further promises to pay interest on the outstanding unpaid
principal amount hereof from the date hereof until payment in full hereof at a rate equal to LMIR
(as defined in the Receivables Purchase Agreement hereinafter described), changing on the first
business day of each month; provided, however, that if Buyer shall default in the payment of any
principal hereof, Buyer promises to pay, on demand, interest at a rate per annum equal to the sum
of LMIR plus 2.00% per annum on any such unpaid amounts, from the date such payment is due to the
date of actual payment. Interest shall be payable on the first Business Day of each month in
arrears; provided, however, that Buyer may elect on the date any interest payment is due hereunder
to defer such payment and upon such election the amount of interest due but unpaid on such date
shall constitute principal under this Subordinated Note. The outstanding principal of any loan
made under this Subordinated Note shall be due and payable on the Collection Date and may be repaid
or prepaid at any time without premium or penalty.



3. Principal Payments. Seller is authorized and directed by Buyer to enter in its
books and records, the date and amount of each loan made by it which is evidenced by this
Subordinated Note and the amount of each payment of principal made by Buyer, and absent manifest
error, such entries shall constitute prima facie evidence of the accuracy of the information so
entered; provided that neither the failure of Seller to make any such entry or any error therein
shall expand, limit or affect the obligations of Buyer hereunder.



4. Subordination. Seller shall have the right to receive, and Buyer shall have the
right to make, any and all payments and prepayments relating to the loans made under this
Subordinated Note. Seller hereby agrees that at any time during which the conditions set forth in
the proviso of the immediately preceding sentence shall not be satisfied, Seller shall be
subordinate in right of payment to the prior payment of any indebtedness or obligation of Buyer
owing to any Agent or Purchaser (each, as defined below) under that certain Receivables Purchase
Agreement, dated as of April 6, 2010 (as amended, restated, supplemented or otherwise modified from
time to time, the “Receivables Purchase Agreement”), by and among Buyer, Seller, as Servicer,
various “Purchasers” and “Co-Agents” from time to time party thereto, and Wells Fargo Bank, N.A.,
as the “Administrative Agent” (together with the Co-Agents, the “Agents”). The subordination
provisions contained herein are for the direct benefit of, and may be enforced by, the Agents and
the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”)
under the Receivables Purchase Agreement. Until the date on which the “Aggregate Capital”
outstanding under the Receivables Purchase Agreement has been repaid in full and all obligations of
Buyer and/or the Servicer thereunder and under the “Fee Letters” referenced therein (all such
obligations, collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full,
Seller shall not institute against Buyer any proceeding of the type described in Section 7.1(f)
or (g) of the Receivable Sale Agreement unless and until the Collection Date has occurred.
Should any payment, distribution or security or proceeds thereof be received by Seller in violation
of this Section 4, Seller agrees that such payment shall be segregated, received and held
in trust for the benefit of, and deemed to be the property of, and shall be immediately paid over
and delivered to the Administrative Agent for the benefit of the Senior Claimants.



5. Bankruptcy; Insolvency. Upon the occurrence of any proceeding of the type
described in Section 7.1(f) or (g) of the Receivable Sale Agreement involving Buyer as
debtor, then and in any such event the Senior Claimants shall receive payment in full of all
amounts due or to become due on or in respect of the Aggregate Capital and the Senior Claim
(including “CP Costs” and “Yield” as defined and as accruing under the Receivables Purchase
Agreement after the commencement of any such proceeding, whether or not any or all of such CP Costs
or Yield is an allowable claim in any such proceeding) before Seller is entitled to receive payment
on account of this Subordinated Note, and to that end, any payment or distribution of assets of
Buyer of any kind or character, whether in cash, securities or other property, in any applicable
insolvency proceeding, which would otherwise be payable to or deliverable upon or with respect to
any or all indebtedness under this Subordinated Note, is hereby assigned to and shall be paid or
delivered by the Person making such payment or delivery (whether a trustee in bankruptcy, a
receiver, custodian or liquidating trustee or otherwise) directly to the Administrative Agent for
application to, or as collateral for the payment of, the Senior Claim until such Senior Claim shall
have been paid in full and satisfied.



6. Amendments. The terms of this Subordinated Note may not be amended or otherwise
modified without the prior written consent of the Administrative Agent for the benefit of the
Purchasers.



7. GOVERNING LAW. THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT HOUSTON,
TEXAS, AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN
ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF TEXAS. WHEREVER POSSIBLE EACH PROVISION OF
THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID
UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF
THIS SUBORDINATED NOTE.



8. Waivers. All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor. Seller additionally
expressly waives all notice of the acceptance by any Senior Claimant of the subordination and other
provisions of this Subordinated Note and expressly waives reliance by any Senior Claimant upon the
subordination and other provisions herein provided.



9. Assignment. This Subordinated Note may not be assigned, pledged or otherwise
transferred to any party without the prior written consent of the Administrative Agent, and any
such attempted transfer shall be void; provided, that, the Seller may pledge or otherwise grant a
security interest in this Subordinated Note to any lender or other creditor of the Seller.




FERRELLGAS RECEIVABLES, LLC




	 	 	 	By:






Name: J. Ryan VanWinkle




	 	 	 	Title: Senior Vice President and Chief Financial
Officer




3









Schedule A




DOCUMENTS TO BE DELIVERED TO BUYER

ON OR PRIOR TO THE EFFECTIVENESS OF THIS AGREEMENT





	1.	 	Executed copies of the Receivable Sale Agreement, duly executed by the parties thereto.






	2.	 	Certificate of the Assistant Secretary of the General Partner of the Originator certifying
the incumbency and signatures of its officers who are authorized to execute the Transaction
Documents on behalf of the Originator and to which it is a party and attaching each of the
following:






(a) Copy of the Resolutions of the Board of Directors of the General Partner certified
by its Assistant Secretary, authorizing Originator’s execution, delivery and performance of
the Receivable Sale Agreement and the other documents to be delivered by it thereunder.




(b) Certificate of Limited Partnership of Originator certified by the Secretary of
State of Delaware on or within thirty (30) days prior to the initial Purchase (as defined in
the Receivable Sale Agreement).




	 	(c)	 	A copy of Originator’s Partnership Agreement.






	3.	 	Good Standing Certificates for Originator and the General Partner issued by the Secretaries
of State of each jurisdiction listed below:





i. Delaware


ii. Kansas


iii. Texas




	4.	 	Pre-filing federal tax lien and UCC lien searches against Originator from the following
jurisdictions:






a. Delaware SOS




	5.	 	Pre-filing state tax lien and judgment lien searches against Originator from Johnson County,
KS.6. Evidence that UCC-1 financing statements have been or, contemporaneously with closing,
will be filed in all jurisdictions as may be necessary or, in the opinion of Buyer (or its
assigns), desirable, under the UCC of all appropriate jurisdictions or any comparable law in
order to perfect the ownership interests contemplated by the Receivable Sale Agreement.






	7.	 	Evidence that proper UCC termination statements, if any, necessary to release all security
interests and other rights of any Person (other than the security interests contemplated by
the Receivable Sale Agreement) in the Receivables, Contracts or Related Security previously
granted by Originator.






	8.	 	A favorable opinion of legal counsel for Originator reasonably acceptable to Buyer (or its
assigns) which addresses the following matters and such other matters as Buyer (or its
assigns) may reasonably request:






— Each of Originator and its General Partner is duly organized, validly existing,
and in good standing under the laws of its state of organization.




— Each of Originator and its General Partner has all requisite authority to conduct
its business in each jurisdiction where failure to be so qualified would have a
material adverse effect on its business.




— The execution and delivery by Originator of the Receivable Sale Agreement and
each other Transaction Document to which it is a party and its performance of its
obligations thereunder have been duly authorized by all necessary action and
proceedings on the part of Originator and the General Partner and will not:




(a) require any action by or in respect of, or filing with, any governmental
body, agency or official (other than the filing of UCC financing statements);




(b) contravene, or constitute a default under, any provision of applicable law
or regulation or of its Organization Documents or of any material agreement binding
upon Originator or the General Partner, including the Credit Agreement and the
Indentures; or




(c) result in the creation or imposition of any Adverse Claim on assets of the
General Partner, Originator or the Buyer (except as contemplated by the Receivable
Sale Agreement and the Purchase Agreement).



—The Receivable Sale Agreement and each other Transaction Document to which it is a party has
been duly executed and delivered by Originator and constitutes the legal, valid, and binding
obligation of Originator enforceable in accordance with its terms, except to the extent the
enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally and subject also to the availability of equitable
remedies if equitable remedies are sought.



—The provisions of the Receivable Sale Agreement are effective to create a valid security
interest in favor of Buyer in all Receivables and upon the filing of financing statements, Buyer
shall acquire a first priority, perfected security interest in such Receivables.




	9.	 	A “true sale/true contribution” opinion and “substantive consolidation” opinion of counsel
for Originator with respect to the transactions contemplated by the Receivable Sale Agreement.






	10.	 	A Certificate of a Responsible Officer of Originator certifying that no Termination Event or
Potential Termination Event exists as of the date of the Purchase or will result therefrom,
and that each of the representations and warranties made by Originator in any of the
Transaction Documents to which it is a party is true and correct as of such date.






	11.	 	Executed copies of (i) all consents from and authorizations by any Persons and (ii) all
waivers and amendments to existing credit facilities, that are necessary in connection with
the Receivable Sale Agreement.






4