EX-10.2






EXHIBIT 10.2




EXECUTION VERSION




RECEIVABLES PURCHASE AGREEMENT

Dated as of April 6, 2010

Among

FERRELLGAS RECEIVABLES, LLC, as Seller,

FERRELLGAS, L.P., as Servicer,




THE PURCHASERS FROM TIME TO TIME PARTY HERETO,




FIFTH THIRD BANK and BNP PARIBAS, as Co-Agents

and

WELLS FARGO BANK, N.A., as Administrative Agent




Table of Contents




Page




	 	 	 
	ARTICLE I PURCHASE ARRANGEMENTS
	Section 1.1.

	 	Purchase Facility.
	
 
	 	 
	Section 1.2.

	 	Increases
	
 
	 	 
	Section 1.3.

	 	Decreases
	
 
	 	 
	Section 1.4.

	 	Payment Requirements
	
 
	 	 






	 	 	 
	ARTICLE II PAYMENTS AND COLLECTIONS
	Section 2.1.

	 	Monthly Payment Dates
	
 
	 	 
	Section 2.2.

	 	Reinvestment Procedures
	
 
	 	 
	Section 2.3.

	 	Liquidation Settlement Procedures
	
 
	 	 
	Section 2.4.

	 	Payment Rescission
	
 
	 	 
	Section 2.5.

	 	Maximum Purchaser Interests
	
 
	 	 
	Section 2.6.

	 	Clean-up Call
	
 
	 	 






	 	 	 
	ARTICLE III CP FUNDING	 	 
	Section 3.1.

	 	CP Costs
	
 
	 	 
	Section 3.2.

	 	CP Costs Payments
	
 
	 	 
	Section 3.3.

	 	Calculation of CP Costs
	
 
	 	 






	 	 	 
	ARTICLE IV COMMITTED PURCHASER FUNDING
	Section 4.1.

	 	Committed Purchaser Funding
	
 
	 	 
	Section 4.2.

	 	Yield Payments
	
 
	 	 
	Section 4.3.

	 	Suspension of LMIR
	
 
	 	 






	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
	Section 5.1.

	 	Representations and Warranties of the Seller
	
 
	 	 







	 	(a)	 	Existence and Power	 






	 	(b)	 	Power and Authority; Due Authorization, Execution and Delivery	 






	 	(c)	 	No Conflict	 






	 	(d)	 	Governmental Authorization	 






	 	(e)	 	Actions, Suits	 






	 	(f)	 	Binding Effect	 






	 	(g)	 	Accuracy of Information	 






	 	(h)	 	Use of Proceeds	 






	 	(i)	 	Good Title	 






	 	(j)	 	Perfection	 






	 	(k)	 	Places of Business and Locations of Records	 






	 	(l)	 	Collections	 






	 	(m)	 	Material Adverse Effect	 






	 	(n)	 	Names	 






	 	(o)	 	Ownership of Seller	 






	 	(p)	 	Not a Regulated Entity	 






	 	(q)	 	Compliance with Law	 






	 	(r)	 	Compliance with Credit and Collection Policy	 






	 	(s)	 	Payments to Originator	 






	 	(t)	 	Enforceability of Contracts	 






	 	(u)	 	Eligible Receivables	 






	 	(v)	 	Net Receivables Balance	 






	 	(w)	 	Accounting	 






	 	 	 	Section 5.2. Liquidity Bank Representations and Warranties	 






	 	(a)	 	Existence and Power	 






	 	(b)	 	No Conflict	 






	 	(c)	 	Governmental Authorization	 






	 	(d)	 	Binding Effect	 





	 	 	 
	ARTICLE VI CONDITIONS OF PURCHASES
	Section 6.1.

	 	Conditions Precedent
	
 
	 	 
	Section 6.2.

	 	Conditions Precedent to All Purchases and Reinvestments
	
 
	 	 
	ARTICLE VII COVENANTS

Section 7.1.

	 	

Financial Reporting
	
 
	 	 







	 	(a)	 	Annual Financial Statements	 






	 	(b)	 	Quarterly Financial Statements	 






	 	(c)	 	Receivable Sale Agreement Financial Statements	 






	 	(d)	 	Credit Agreement Financial Statements	 






	 	 	 	Section 7.2. Certificates; Other Information	 






	 	(a)	 	Receivable Sale Agreement Certificates	 






	 	(b)	 	Compliance Certificates	 





	 	 	 
	Section 7.3.

	 	Notices
	
 
	 	 
	Section 7.4.

	 	Compliance with Laws
	
 
	 	 
	Section 7.5.

	 	Preservation of Existence, Etc
	
 
	 	 
	Section 7.6.

	 	Payment of Obligations
	
 
	 	 
	Section 7.7.

	 	Audits
	
 
	 	 
	Section 7.8.

	 	Keeping of Records and Books
	
 
	 	 
	Section 7.9.

	 	Compliance with Contracts and Credit and Collection Policy
	
 
	 	 
	Section 7.10.

	 	Purchasers’ Reliance
	
 
	 	 
	Section 7.11.

	 	Performance and Enforcement of Receivable Sale Agreement
	
 
	 	 
	Section 7.12.

	 	Collections
	
 
	 	 
	Section 7.13.

	 	Ownership
	
 
	 	 
	Section 7.14.

	 	Taxes
	
 
	 	 
	Section 7.15.

	 	Negative Covenants of the Seller Parties
	
 
	 	 







	 	(a)	 	Name Change, Offices and Records	 






	 	(b)	 	Change in Payment Instructions to Obligors	 






	 	(c)	 	Modifications to Contracts and Credit and Collection Policy	 






	 	(d)	 	Sales, Adverse Claims	 






	 	(e)	 	Net Receivables Balance	 






	 	(f)	 	Termination Date Determination	 






	 	(g)	 	Restricted Junior Payments	 





	 	 	 
	ARTICLE VIII ADMINISTRATION AND COLLECTION
	Section 8.1.

	 	Designation of Servicer
	
 
	 	 
	Section 8.2.

	 	Certain Duties of Servicer.
	
 
	 	 
	Section 8.3.

	 	Collection Notices
	
 
	 	 
	Section 8.4.

	 	Responsibilities of Seller
	
 
	 	 
	Section 8.5.

	 	Reports
	
 
	 	 






	 	 	 
	ARTICLE IX AMORTIZATION EVENTS
	Section 9.1.

	 	Amortization Events
	
 
	 	 
	Section 9.2.

	 	Remedies
	
 
	 	 






	 	 	 
	ARTICLE X INDEMNIFICATION	 	 
	Section 10.1.

	 	Indemnities by the Seller Parties
	
 
	 	 
	Section 10.2.

	 	Increased Cost and Reduced Return.
	
 
	 	 
	Section 10.3.

	 	Other Costs and Expenses
	
 
	 	 






	 	 	 
	ARTICLE XI THE AGENTS	 	 
	Section 11.1.

	 	Authorization and Action
	
 
	 	 
	Section 11.2.

	 	Delegation of Duties
	
 
	 	 
	Section 11.3.

	 	Exculpatory Provisions
	
 
	 	 
	Section 11.4.

	 	Reliance by Agents
	
 
	 	 
	Section 11.5.

	 	Non-Reliance on Agents and Other Purchasers
	
 
	 	 
	Section 11.6.

	 	Reimbursement and Indemnification
	
 
	 	 
	Section 11.7.

	 	Agents in their Individual Capacity
	
 
	 	 
	Section 11.8.

	 	Successor Administrative Agent
	
 
	 	 






	 	 	 
	ARTICLE XII ASSIGNMENTS; PARTICIPATIONS
	Section 12.1.

	 	Assignments.
	
 
	 	 
	Section 12.2.

	 	Participations.
	
 
	 	 
	Section 12.3.

	 	Federal Reserve
	
 
	 	 






	 	 	 
	ARTICLE XIII FUNDING AGREEMENTS
	Section 13.1.

	 	Funding Agreement Fundings
	
 
	 	 






	 	 	 
	ARTICLE XIV MISCELLANEOUS	 	 
	Section 14.1.

	 	Waivers and Amendments
	
 
	 	 
	Section 14.2.

	 	Notices
	
 
	 	 
	Section 14.3.

	 	Ratable Payments
	
 
	 	 
	Section 14.4.

	 	Protection of Ownership Interests of the Purchasers
	
 
	 	 
	Section 14.5.

	 	Confidentiality.
	
 
	 	 
	Section 14.6.

	 	Bankruptcy Petition
	
 
	 	 
	Section 14.7.

	 	Limitation of Liability
	
 
	 	 
	Section 14.8.

	 	CHOICE OF LAW
	
 
	 	 
	Section 14.9.

	 	CONSENT TO JURISDICTION
	
 
	 	 
	Section 14.10.

	 	WAIVER OF JURY TRIAL
	
 
	 	 
	Section 14.11.

	 	Integration; Binding Effect; Survival of Terms.
	
 
	 	 
	Section 14.12.

	 	Counterparts; Severability; Section References
	
 
	 	 
	Section 14.13.

	 	BNP Roles
	
 
	 	 
	Section 14.14.

	 	Characterization.
	
 
	 	 






1




Exhibits and Schedules




	 	 	 
	Exhibit I
	 	Definitions

	Exhibit II-A
	 	Form of Purchase Notice

	Exhibit II-B
	 	Form of Reduction Notice

	Exhibit III
	 	Principal Places of Business and Chief Executive Offices of the

Seller Parties; Locations of Records; Federal Employer

Identification Number(s)

	Exhibit IV
	 	Form of Compliance Certificate

	Exhibit V
	 	[Intentionally Deleted]

	Exhibit VI
	 	Form of Monthly Report

	Exhibit VII
	 	Form of Interim Report

	Schedule A
	 	Commitments

	Schedule B
	 	Closing Documents

	Schedule C
	 	List of Accounts with Balances That Can Be Concentrated on a

Weekly Basis if Daily Balances are under $2,500

	Schedule D
	 	Blocked Account Agreements







RECEIVABLES PURCHASE AGREEMENT




THIS RECEIVABLES PURCHASE AGREEMENT, dated as of April 6, 2010 (this “Agreement”), is among:



(a) Ferrellgas Receivables, LLC, a Delaware limited liability company
(“Seller”),



(b) Ferrellgas, L.P., a Delaware limited partnership (“Ferrellgas”), as initial
Servicer (the initial Servicer together with Seller, the “Seller Parties” and each a
“Seller Party”),



(c) Wells Fargo Bank, N.A., individually (“Wells” or a “Committed Purchaser”),



(d) Fifth Third Bank, individually (“Fifth Third” or a “Committed Purchaser”)
and as a co-agent (a “Co-Agent”),



(e) Starbird Funding Corporation (“Starbird”),



(f) BNP Paribas, acting through its New York Branch, individually in its
capacity as a liquidity provider to Starbird (“BNP” and, together with Starbird, the
“Starbird Group”) and as managing agent for the Starbird Group (the “Starbird Group
Agent” or a “Co-Agent”), and



(g) Wells, as administrative agent for the Purchasers (hereinafter defined)
(together with its successors and assigns hereunder, the “Administrative Agent” and,
together with the Co-Agents, the “Agents”).



Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings
assigned to such terms in Exhibit I and, if not defined therein, the meanings assigned to such
terms in the Receivable Sale Agreement referenced therein.



PRELIMINARY STATEMENTS




A. The Seller desires to transfer and assign Purchaser Interests to the
Administrative Agent for the benefit of the Purchaser Groups from time to time prior
to the Facility Termination Date.



B. Starbird may, in its absolute and sole discretion, purchase Purchaser
Interests from Seller from time to time prior to the Facility Termination Date, and,
in the event Starbird declines to purchase any such Purchaser Interest, BNP and its
assigns (collectively, Starbird’s “Liquidity Banks” and each individually, a
“Liquidity Bank”) shall, at the request of Seller, make their respective Pro Rata
Shares of such purchase. In addition, the Liquidity Banks will provide a liquidity
facility to Starbird.



C. Each of the Committed Purchasers (other than the Liquidity Banks) shall
purchase Purchaser Interests from Seller from time to time hereafter.



D. Wells Fargo Bank, N.A. has been requested and is willing to act as
Administrative Agent on behalf of the Purchasers in accordance with the terms
hereof.



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



ARTICLE I

PURCHASE ARRANGEMENTS




Section 1.1. Purchase Facility.



(a) Upon the terms and subject to the conditions hereof, Seller may, at its option, from time
to time during the period from the date hereof to but not including the Facility Termination Date,
sell and assign Purchaser Interests to the Administrative Agent, for the benefit of each Purchaser
Group, whereupon (i) each of the Committed Purchasers (other than the Liquidity Banks) shall
instruct the Administrative Agent to purchase a Purchaser Interest on its Purchaser Group’s behalf,
and (ii) the Starbird Group Agent may, at its option, instruct the Administrative Agent to purchase
a Purchaser Interest on Starbird’s behalf, or if Starbird shall decline to purchase, the
Administrative Agent shall purchase a Purchaser Interest, on behalf of Starbird’s Liquidity Banks;
provided, however, that (A) the Purchase Prices for the Purchaser Interests sold on any given
Business Day shall be ratable in accordance with each Purchaser Group’s respective Percentage, and
(B) in no event shall the aggregate Capital outstanding hereunder from any Purchaser Group exceed
the lesser of (1) such Purchaser Group’s Group Purchase Limit and (2) the Commitment Availability
for such Purchaser Group. Seller hereby assigns, transfers and conveys to the Administrative
Agent, for the ratable benefit of the Purchaser Groups in accordance with their respective
Percentages, and the Administrative Agent hereby acquires, all of Seller’s now owned and existing
and hereafter arising or acquired right, title and interest in and to the Purchaser Interests.



(b) Not more than once per calendar month, Seller may, upon at least 5 Business Days’ prior
written notice to each of the Agents (who will promptly forward a copy of each such notice to the
Purchasers in its Purchaser Group), terminate in whole or reduce in part, ratably between the
Purchaser Groups (and, within the Starbird Group, ratably among the Liquidity Banks), the unused
portion of the Purchase Limit and the Group Purchase Limits; provided that each partial reduction
of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof.
Each decrease in the Purchase Limit shall decrease (A) the aggregate Commitments by a like amount,
which aggregate decrease shall be apportioned amongst the Commitments of the Committed Purchasers
ratably in accordance with their respective Committed Purchaser Percentages, and (B) the Group
Purchase Limits by an amount equal to their respective Percentages of such decrease. Each notice
of a partial decrease in the Purchase Limit shall be accompanied by an updated version of Schedule
A hereto bearing the effective date of such increase or decrease.



Section 1.2. Increases. Seller shall provide each of the Agents with at least one (1)
Business Day’s prior notice in the form set forth as Exhibit II-A hereto of each Incremental
Purchase (a “Purchase Notice”), and each of the Agents will promptly forward a copy of each such
Purchase Notice to the Purchasers in its Purchaser Group. Each Purchase Notice shall be subject to
Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the
requested Purchase Price (which shall not be less than $1,000,000) and date of purchase. Following
receipt of a Purchase Notice, the Starbird Group Agent shall determine whether Starbird agrees to
make the Starbird Group’s Percentage of the purchase. If Starbird declines to make the Starbird
Group’s Percentage of a proposed purchase, Seller may cancel the Purchase Notice as to all
Purchaser Groups. In the absence of such a cancellation, the Starbird Group Agent shall notify the
Liquidity Banks of its receipt of such Purchase Notice and of Starbird’s declining to make the
Starbird Group’s Percentage of such purchase, and the Incremental Purchase of the Starbird Group’s
Purchaser Interest shall be made by such Liquidity Banks in accordance with their Pro Rata Shares.
On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent
set forth in Article VI, the applicable Purchasers shall initiate a wire transfer to the Facility
Account of immediately available funds, no later than 1:00 p.m. (New York time), in an amount equal
to (i) in the case of Starbird or a Committed Purchaser (other than a Liquidity Bank), its
Purchaser Group’s Percentage of the aggregate Purchase Price, or (ii) in the case of a Liquidity
Bank, such Liquidity Bank’s Pro Rata Share of the Starbird Group’s Percentage of the aggregate
Purchase Price.



Section 1.3. Decreases. In conformity with the Required Notice Period, Seller shall
provide the Agents with prior written notice in a form set forth as Exhibit II-B hereto of any
proposed reduction of Aggregate Capital from Collections (a “Reduction Notice”), and each of the
Agents will promptly forward a copy of each such Reduction Notice to the Purchasers in its
Purchaser Group. Such Reduction Notice shall designate (i) the date (the “Proposed Reduction
Date”) upon which any such reduction of Aggregate Capital shall occur (which date shall give effect
to the applicable Required Notice Period), (ii) the amount of Aggregate Capital to be reduced (the
“Aggregate Reduction”) which shall be applied ratably to the Purchaser Interests of each Purchaser
in accordance with the amount of Capital (if any) owing to such Purchaser in each case divided by
the Aggregate Capital at such time, and (iii) each Purchaser’s portion of such Aggregate Reduction.
Only one (1) Reduction Notice shall be outstanding at any time.



Section 1.4. Payment Requirements. All amounts to be paid or deposited by any Seller
Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the
terms hereof no later than 1:00 p.m. (New York time) on the day when due in immediately available
funds, and if not received before 1:00 p.m. (New York time) shall be deemed to be received on the
next succeeding Business Day. All amounts payable to the Administrative Agent or any Purchaser
shall be paid to the Administrative Agent’s Account, and the Administrative Agent shall promptly
remit each applicable Purchaser’s portion thereof (if any) in immediately available funds to such
account as such Purchaser may from time to time specify in writing. All computations of Yield at
LMIR, per annum fees calculated as part of any CP Costs and Unused Fees shall be made on the basis
of a year of 360 days for the actual number of days elapsed. All computations of Yield at the
Alternate Base Rate shall be made on the basis of a year of 365 (or, when appropriate, 366) days
for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is
not a Business Day, such amount shall be payable on the next succeeding Business Day.



ARTICLE II

PAYMENTS AND COLLECTIONS




Section 2.1. Monthly Payment Dates. Notwithstanding any limitation on recourse
contained in this Agreement, on each Monthly Payment Date, Seller shall pay (a) in the case of
Recourse Obligations (as defined below) owing to the Purchasers (other than the Starbird Group and
the Liquidity Banks) or the Servicer, as the case may be, to the Administrative Agent, for the
benefit of such Purchasers or the Servicer, as applicable, and (b) in the case of Recourse
Obligations owing to the Starbird Group or the Liquidity Banks, the Starbird Group Agent, for the
benefit of each such Person, in each case, on a full recourse basis and without duplication (i) the
Unused Fee, (ii) all CP Costs, together with all Broken Funding Costs (if any), (iii) all amounts
payable as Yield, (iv) all amounts payable pursuant to Article X, if any, and (v) all Servicer
costs and expenses, including the Servicing Fee, in connection with servicing, administering and
collecting the Receivables (all of the foregoing, together with the Administrative Agent’s Fee,
collectively, the “Recourse Obligations”). Notwithstanding the foregoing, no provision of this
Agreement or any Fee Letter shall require the payment or permit the collection of any amounts
hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any
Collections or is deemed to receive any Collections, Seller shall immediately pay such Collections
or Deemed Collections to the Servicer for application in accordance with the terms and conditions
hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be
held in trust by Seller for the exclusive benefit of the Purchasers and the Agents.



Section 2.2. Reinvestment Procedures. On each Business Day prior to the Facility
Termination Date, and provided that Section 2.3 shall not then be applicable, (i) the Servicer
shall set aside and hold in trust for the payment of any Aggregate Unpaids or for a Reinvestment as
provided in this Section 2.2 any Collections received on or prior to such day and not previously
set aside or paid; (ii) after payment of amounts (if any) due and owing on such date pursuant to
Sections 2.1 and 2.5, Seller hereby requests and the applicable Purchasers hereby agree to make,
simultaneously with such receipt, a reinvestment (each, a “Reinvestment”) with that portion of the
balance of each and every Collection so received that is part of any Purchaser Interest, such that
after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest
immediately after such receipt and corresponding Reinvestment shall be equal to the amount of
Capital immediately prior to such receipt; and (iii) the Servicer (and, after delivery of the
Collection Notices, the Administrative Agent) shall remit the balance, if any, of such Collections
remaining after the applications provided in clause (ii) to the Seller or its designee.



Section 2.3. Liquidation Settlement Procedures.



(a) If on any Business Day on or prior to the Facility Termination Date, a payment is due
pursuant to Section 2.5, the Servicer shall immediately pay to the Administrative Agent, for
distribution to the Purchasers, from previously received Collections, the amount specified in such
Section for application to reduction of the Aggregate Capital, ratably amongst the Purchasers.



(b) On each Business Day on which an Amortization Event has occurred and is continuing and on
the Facility Termination Date and each Business Day thereafter, the Servicer shall, at any time
upon the request from time to time by (or pursuant to standing instructions from) the
Administrative Agent deposit to the Administrative Agent’s Account, for the benefit of the
Purchasers, all Collections received on such day, and the Administrative Agent shall distribute
such funds in the following order of priority:




(i) first, to the Servicer in payment of the accrued Servicing Fee payable to the
Servicer;




(ii) second, in payment in full of the accrued Yield, CP Costs and Unused Fees and
other fees, if any, payable by the Seller to any of the Agents or Purchasers;




(iii) third, in reduction of the Aggregate Capital to zero; and




(iv) fourth, in payment in full of all other Aggregate Unpaids not covered in clauses
(i) through (iii) above.



The Administrative Agent, upon its receipt of such amounts in the Administrative Agent’s Account,
shall distribute such amounts to the Purchasers entitled thereto; provided that if the
Administrative Agent shall have insufficient funds to pay all of the above amounts in full on any
such date, the Administrative Agent shall pay such amounts in the order of priority set forth above
and, with respect to any such category above for which the Administrative Agent shall have
insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such
categories owing to such Persons) among all such Persons entitled to payment thereof.



Section 2.4. Payment Rescission. No payment of any of the Aggregate Unpaids 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. Seller shall remain obligated for the amount of any
payment or application so rescinded, returned or refunded, and shall promptly pay to the
Administrative Agent (for the account of the applicable Person or Persons who suffered such
rescission, return or refund) the full amount thereof, plus Yield thereon at the Discount Rate
applicable from and after the occurrence of an Amortization Event from the date of any such
rescission, return or refunding.



Section 2.5. Maximum Purchaser Interests. Seller shall ensure that the Purchaser
Interests of the Purchasers shall at no time exceed in the aggregate 100%. If the aggregate of the
Purchaser Interests of the Purchasers exceeds 100%, Seller shall pay to the Administrative Agent’s
Account for the ratable benefit of the Purchasers in accordance with their Percentages within one
(1) Business Day an amount to be applied to reduce the aggregate Capital, such that after giving
effect to such payments, the aggregate of the Purchaser Interests equals or is less than l00%.



Section 2.6. Clean-up Call. In addition to Sellers rights pursuant to Section 1.3,
the Servicer shall have the right (after providing written notice to the Agents in accordance with
the Required Notice Period), to direct the Seller at any time following the reduction of the
Aggregate Capital to a level that is less than 10.0% of the original Purchase Limit, repurchase
from the Purchasers all, but not less than all, of the then outstanding Purchaser Interests (a
“Clean-up Call” ). Each of the Agents will promptly forward a copy of each such notice to the
Purchasers in its Purchaser Group. The aggregate purchase price in respect thereof shall be an
amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately
available funds. Such repurchase shall be without representation, warranty or recourse of any kind
by, on the part of, or against any of the Purchasers or Agents, except that the Agents and the
Purchasers shall represent and warrant that the Purchasers Interests are free and clear of any
Adverse Claim created by any of them. Upon such payment in full of the Aggregate Unpaids following
a Clean-up Call, the Commitments and this Agreement shall terminate and be of no further force and
effect, except for provisions which expressly survive termination.



ARTICLE III

CP FUNDING




Section 3.1. CP Costs. Seller shall pay CP Costs with respect to the Capital
associated with each Purchaser Interest of Starbird for each day that any Capital in respect of
such Purchaser Interest is outstanding. Each such Purchaser Interest funded substantially with
Pooled Commercial Paper shall accrue CP Costs each day on a pro rata basis, based upon the
percentage share the Capital in respect of such Purchaser Interest represents in relation to all
assets held by Starbird, as applicable, and funded substantially with Pooled Commercial Paper.



Section 3.2. CP Costs Payments. On each applicable Monthly Payment Date, Seller shall
pay to the Administrative Agent’s Account (for the benefit of Starbird) an aggregate amount equal
to all accrued and unpaid CP Costs in respect of the Capital associated with all Purchaser
Interests of Starbird for the immediately preceding Accrual Period in accordance with Article II.



Section 3.3. Calculation of CP Costs. On or before the first Business Day of each
calendar month hereafter while Starbird has any Purchaser Interest outstanding, the Starbird Group
Agent shall calculate the aggregate amount of CP Costs owing to Starbird for the Accrual Period
then most recently ended and notify the Seller thereof.



ARTICLE IV

COMMITTED PURCHASER FUNDING




Section 4.1. Committed Purchaser Funding. Each Committed Purchaser Interest shall
accrue Yield at a rate per annum equal to the Discount Rate.



Section 4.2. Yield Payments. On each Monthly Payment Date, Seller shall pay to the
Administrative Agent (for the benefit of the Committed Purchasers) an aggregate amount equal to the
accrued and unpaid Yield on each Committed Purchaser Interest for the Accrual Period (or portion
thereof) then most recently ended.



Section 4.3. Suspension of LMIR.



(a) If any Committed Purchaser notifies Seller and the Agents that it has determined that
funding its Committed Purchaser Interests at LMIR would violate any applicable law, rule,
regulation, or directive of any governmental or regulatory authority, whether or not having the
force of law, or that (i) deposits of a type and maturity appropriate to match fund its Committed
Purchaser Interests at LMIR are not available or (ii) LMIR does not accurately reflect the cost of
acquiring or maintaining a Committed Purchaser Interest at such rate, then the Committed
Purchaser(s) in the applicable Purchaser Group shall suspend the availability of LMIR and their
Committed Purchaser Interests shall thereafter accrue Yield at the Alternate Base Rate.



(b) If less than all of the Liquidity Banks give a notice pursuant to Section 4.3(a), each
Liquidity Bank which gave such a notice shall be obliged, at the request of Seller, to assign all
of its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding
entity acceptable to Starbird nominated by Seller or the Starbird Group Agent and willing to
participate in this Agreement through the Liquidity Termination Date in the place of such notifying
Liquidity Bank; provided that (i) the notifying Liquidity Bank receives payment in full, pursuant
to an Assignment Agreement, of an amount equal to such notifying Liquidity Bank’s Pro Rata Share of
the Capital and Yield owing to all of the Liquidity Banks and all accrued but unpaid fees and other
costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the
Liquidity Banks, and (ii) the replacement Liquidity Bank otherwise satisfies the requirements of
Section 12.1(b).



ARTICLE V

REPRESENTATIONS AND WARRANTIES




Section 5.1. Representations and Warranties of the Seller. Each Seller Party hereby
represents and warrants to the Agents and the Purchasers, as to itself, as of the date hereof and
as of the date of each Incremental Purchase and the date of each Reinvestment that:



(a) Existence and Power. Such Seller Party is 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 entity, and has and holds all organizational 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 such Seller Party of this Agreement and each other Transaction Document to which it is
a party, and the performance of its obligations hereunder and thereunder and, Seller’s use of the
proceeds of the purchases made hereunder, are within its organizational powers and authority and
have been duly authorized by all necessary action on its part. This Agreement and each other
Transaction Document to which such Seller Party is a party has been duly executed and delivered by
such Seller Party.



(c) No Conflict. The execution and delivery by such Seller Party 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 Organization Documents, (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 such Seller Party
(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 and under the Receivable Sale Agreement, 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 such Seller Party 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 such Seller Party’s knowledge, threatened, against or affecting such Seller Party, 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 such
Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party
enforceable against such Seller Party 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 such Seller
Party or any of its Affiliates to any of the Agents or Purchasers 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 such Seller Party or any of its
Affiliates to any of the Agents or Purchasers 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 proceeds of any purchase hereunder will be used (i) for a
purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board
of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any
transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as
amended.



(i) Good Title. Immediately prior to each purchase hereunder, Seller shall be the
legal and beneficial owner of the Receivables, free and clear of any Adverse Claim, except as
created by the Transaction 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 Seller’s ownership interest in the Receivables.



(j) Perfection. This Agreement, together with the filing of the financing statements
contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the
Administrative Agent for the benefit of the relevant Purchaser or Purchasers (and the
Administrative Agent for the benefit of such Purchaser or Purchasers shall acquire from Seller) a
valid and perfected first priority undivided percentage ownership or security interest in the
Receivables and Related Security, 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 the Administrative Agent’s (on behalf of the Purchasers) ownership or
security interest in the Receivables.



(k) Places of Business and Locations of Records. The offices where the Seller Parties
keep all of their respective records regarding the Purchaser Interests are located at the
address(es) listed on Exhibit III or such other locations of which the Administrative Agent has
been notified in accordance with Section 7.2(a) in jurisdictions where all action required by
Section 14.4(a) has been taken and completed. Seller’s Federal Employer Identification Number is
correctly set forth on Exhibit III.



(l) Collections. The conditions and requirements set forth in Section 7.12 hereof and
in Section 5.12 of the Receivable Sale Agreement have at all times been satisfied and duly
performed. Seller has not granted any Person, other than the Servicer, dominion and control of any
Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or
Collection Account at a future time or upon the occurrence of a future event. Servicer or Seller
has not granted any Person, other than the Administrative Agent, dominion and control of the
Servicer’s Concentration Account, or the right to take dominion and control of the Servicer’s
Concentration Account at a future time or upon the occurrence of a future event. Seller has not
granted any Person, other than the Administrative Agent, dominion and control of the Facility
Account, or the right to take dominion and control of the Facility Account at a future time or upon
the occurrence of a future event.



(m) Material Adverse Effect. (i) The initial Servicer represents and warrants that
since June 30, 2009, no event has occurred that would have a material adverse effect on the
financial condition or operations of the initial Servicer and its Subsidiaries or the ability of
the initial Servicer to perform its obligations under this Agreement, and (ii) Seller represents
and warrants that since the date of this Agreement, no event has occurred that would have a
material adverse effect on (A) the financial condition or operations of Seller, (B) the ability of
Seller to perform its obligations under the Transaction Documents, or (C) the collectability of the
Receivables generally or any material portion of the Receivables.



(n) Names. In the past five (5) years, Seller has not used any legal names, trade
names or assumed names other than the name in which it has executed this Agreement.



(o) Ownership of Seller. Originator owns, directly or indirectly, 100% of the issued
and outstanding Equity Interests of Seller, 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 Seller.



(p) Not a Regulated Entity. Such Seller Party is not an “investment company” within
the meaning of the Investment Company Act of 1940, as amended, or any successor statute. Such
Seller Party 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 or Related Security.



(q) Compliance with Law. Such Seller Party 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.



(r) Compliance with Credit and Collection Policy. Such Seller Party 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 the Agents have been notified in accordance with Section 7.2(c) and has
consented.



(s) Payments to Originator. Seller has given reasonably equivalent value to
Originator in consideration for the Receivables and such transfer was not made for or on account of
an antecedent debt. The transfer by Originator of the Receivables under the Receivable Sale
Agreement is not voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101
et seq.), as amended.



(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) Eligible Receivables. Each Receivable included in the Net Receivables Balance as
an Eligible Receivable on any Monthly Report or Interim Report is, as of the date specified in such
report, an Eligible Receivable.



(v) Net Receivables Balance. Seller has determined that, immediately after giving
effect to each Incremental Purchase and Reinvestment hereunder, the Net Receivables Balance minus
the Required Reserves will equal or exceed the Aggregate Capital then outstanding.



(w) Accounting. The manner in which such Seller Party accounts for the transactions
contemplated by this Agreement and the Receivable Sale Agreement does not jeopardize the true sale
analysis.



Section 5.2. Liquidity Bank Representations and Warranties. Each Liquidity Bank
hereby represents and warrants to the Starbird Group Agent and Starbird that:



(a) Existence and Power. Such Liquidity Bank is a corporation or a banking
association duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization, and has all power to perform its obligations
hereunder.



(b) No Conflict. The execution and delivery by such Liquidity Bank of this Agreement
and the performance of its obligations hereunder are within its powers, have been duly authorized
by all necessary action, do not contravene or violate (i) its certificate or articles of
incorporation or association or by-laws, (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 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 its assets. This Agreement has been duly authorized, executed and delivered by such Liquidity
Bank.



(c) Governmental Authorization. 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 such Liquidity Bank of this Agreement and the performance of its
obligations hereunder.



(d) Binding Effect. This Agreement constitutes the legal, valid and binding
obligation of such Liquidity Bank enforceable against such Liquidity Bank 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 such enforcement is sought in a proceeding in
equity or at law).



ARTICLE VI

CONDITIONS OF PURCHASES




Section 6.1. Conditions Precedent. The parties hereto agree that this Agreement shall
automatically be effective on the first day on which: (a) the Administrative Agent shall have
received on or before the date hereof those documents listed on Schedule B in form and substance
reasonably acceptable to the Administrative Agent, (b) the Agents shall have received all fees and
expenses required to be paid pursuant to the terms of this Agreement and the Fee Letters and (c)
the Administrative Agent shall have received a complete copy of the Credit Agreement, together with
all amendments thereto and waivers thereof as of the date of this Agreement and the Security
Agreement (as such term is defined in the Credit Agreement).



Section 6.2. Conditions Precedent to All Purchases and Reinvestments. Each purchase
of a Purchaser Interest (other than pursuant to a Funding Agreement) and each Reinvestment shall be
subject to the further conditions precedent that (a) the Servicer shall have delivered to each of
the Agents on or prior to the date of such purchase or Reinvestment, in form and substance
satisfactory to each of the Agents, all Monthly Reports and Interim Reports as and when due under
Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) each of the Agents
shall have received such other approvals, opinions or documents as it may reasonably request and
(d) on the date of each such Incremental Purchase or Reinvestment, the following statements shall
be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be
deemed a representation and warranty by Seller that such statements are then true):




(i) the representations and warranties set forth in Section 5.1 are true and correct on
and as of the date of such Incremental Purchase or Reinvestment as though made on and as of
such date;




(ii) no event has occurred and is continuing, or would result from such Incremental
Purchase or Reinvestment, that will constitute an Amortization Event, and no event has
occurred and is continuing, or would result from such Incremental Purchase or Reinvestment,
that would constitute a Potential Amortization Event; and




(iii) the Aggregate Capital does not exceed the Purchase Limit and the aggregate
Purchaser Interests do not exceed 100%.



It is expressly understood that each Reinvestment shall, unless otherwise directed by any of the
Agents, occur automatically on each day that the Servicer shall receive any Collections without the
requirement that any further action be taken on the part of any Person and notwithstanding the
failure of Seller to satisfy any of the foregoing conditions precedent in respect of such
Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in
respect of any Reinvestment shall give rise to a right of each of the Agents, which right may be
exercised at any time on demand of such Agent, to rescind the related purchase and direct Seller to
pay to the Purchaser Groups, ratably in accordance with their respective Percentages, an aggregate
amount equal to the Collections prior to the Amortization Date that shall have been applied to the
affected Reinvestment.



ARTICLE VII

COVENANTS




Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this
Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to
itself, as set forth below:



Section 7.1. Financial Reporting. Seller shall deliver to the Administrative Agent,
in form and detail satisfactory to the Administrative Agent:



(a) Annual Financial Statements. As soon as available, but not later than 100 days
after the end of each fiscal year of Seller, an unaudited balance sheet of Seller as at the end of
such year and the related statements of income or operations, members’ equity and cash flows for
such year, setting forth in each case in comparative form the figures for the previous fiscal year,
and certified by a Responsible Officer as fairly presenting, in accordance with GAAP, applied, if
applicable, on a basis consistent with prior years, the financial position and the results of
operations of Seller;



(b) 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 of Seller, a copy of
the unaudited balance sheet of Seller as of the end of such quarter and the related statements of
income, members’ 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 Seller;



(c) Receivable Sale Agreement Financial Statements. When and as required under the
Receivable Sale Agreement, each of the financial statements required to be delivered under Section
5.1 thereof; and



(d) Credit Agreement Financial Statements. When and as required under the Credit
Agreement, each of the annual and quarterly financial statements required to be delivered under
Section 6.01 thereof.



Section 7.2. Certificates; Other Information. Such Seller Party shall furnish to the
Administrative Agent:



(a) Receivable Sale Agreement Certificates. When and as required under the Receivable
Sale Agreement, each of the certificates and other reports and information required to be delivered
under Section 5.2 thereof; and



(b) Compliance Certificates. Concurrently with the delivery of the financial
statements referred to in Sections 7.1(a), (b) and (d), a compliance
certificate in substantially the form of Exhibit IV hereto (or, in the case of the Servicer, in the
form delivered pursuant to the Credit Agreement, on which compliance certificate each Agent and
each Purchaser shall be permitted to rely as though each such compliance certificate was delivered
to each Agent and each Purchaser) executed by a Responsible Officer of the applicable Seller Party
with respect to the periods covered by such financial statements together with supporting
calculations and such other supporting detail as the Administrative Agent shall require.



Section 7.3. Notices. Such Seller Party shall promptly notify the Administrative
Agent:



(a) of the occurrence of any Amortization Event or Potential Amortization Event;



(b) of any matter described in Section 5.3(a)-(d) or (f) of the Receivable Sale Agreement;



(c) 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 collectability of the Receivables or
decrease the credit quality of any newly created Receivables, requesting the Agents’ consent
thereto;



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



(e) if any of the representations and warranties in Article V ceases to be true and correct;



(f) of the occurrence of any event or condition that has had, or could reasonably be expected
to have, a Material Adverse Effect;



(g) of the occurrence of the “Termination Date” under and as defined in the Receivable Sale
Agreement; and



(h) of the decision to appoint a new director of the Seller as an “Independent Director” for
purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the
effective date of such appointment (or such earlier date as the Administrative Agent may agree) and
shall certify that the designated Person satisfies the criteria set forth in the definition herein
of “Independent Director.”



Each notice under this Section shall be accompanied by a written statement by a Responsible Officer
of such Seller Party setting forth details of the occurrence referred to therein, and stating what
action such Seller Party or any affected Affiliate proposes to take with respect thereto and at
what time. Each notice under Section 7.3(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 7.4. Compliance with Laws. Such Seller Party 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 7.5. Preservation of Existence, Etc. Such Seller Party shall:



(a) preserve and maintain in full force and effect its legal 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, 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 7.6. Payment of Obligations. Such Seller Party 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 such Seller Party; 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 such Seller Party.



Section 7.7. Audits. Such Seller Party will furnish to the Administrative Agent, for
delivery to the other Agents, from time to time such information with respect to it and the
Receivables as the Administrative Agent may reasonably request. Such Seller Party 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 such Seller Party, permit the Agents 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 such Seller Party relating to the Receivables and the Related Security,
including, without limitation, the related Contracts, and (ii) to visit the offices and properties
of such Seller Party for the purpose of examining such materials described in clause (i) above, and
to discuss matters relating to such Seller Party’s financial condition or the Receivables and the
Related Security or such Seller Party’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 such Seller Party having knowledge of such matters.



Section 7.8. Keeping of Records and Books. The Servicer 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). The Servicer will give the Agents notice of any material change in the
administrative and operating procedures referred to in the previous sentence. Such Seller Party
will on or prior to the date hereof, mark its master data processing records and other books and
records relating to the Purchaser Interests with a legend, acceptable to the Administrative Agent,
describing the Purchaser Interests.



Section 7.9. Compliance with Contracts and Credit and Collection Policy. Such Seller
Party 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 collectability 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
collectability of the Receivables.



Section 7.10. Purchasers’ Reliance. Seller acknowledges that the Purchasers are
entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as
a legal entity that is separate from Originator. Therefore, from and after the date of execution
and delivery of this Agreement, Seller shall take all reasonable steps, including, without
limitation, all steps that any of the Agents may from time to time reasonably request, to maintain
Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller
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, Seller will:



(A) conduct its own business in its own name and require that all full-time employees of
Seller, if any, identify themselves as such and not as employees of Originator (including, without
limitation, by means of providing appropriate employees with business or identification cards
identifying such employees as Seller’s employees);



(B) compensate all employees, consultants and agents directly, from Seller’s own funds, for
services provided to Seller by such employees, consultants and agents and, to the extent any
employee, consultant or agent of Seller is also an employee, consultant or agent of Originator or
any Affiliate thereof, allocate the compensation of such employee, consultant or agent between
Seller and Originator or such Affiliate, as applicable, on a basis that reflects the services
rendered to Seller and Originator or such Affiliate, as applicable;



(C) clearly identify its offices (by signage or otherwise) as its offices and allocate to
Seller on a reasonable basis the costs of any space shared with the Originator;



(D) have a separate telephone number, which will be answered only in its name and separate
stationery, invoices and checks in its own name;



(E) conduct all transactions with Originator and the Servicer (including, without limitation,
any delegation of its obligations hereunder as Servicer) strictly on an arm’s-length basis,
allocate all overhead expenses (including, without limitation, telephone and other utility charges)
for items shared between Seller and Originator on the basis of actual use to the extent practicable
and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;



(F) at all times have a Board of Directors consisting of at least three members, at least one
member of which is an Independent Director;



(G) observe all formalities as a distinct entity, and ensure that all actions relating to (A)
the dissolution or liquidation of Seller or (B) the initiation of, participation in, acquiescence
in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving Seller,
are duly authorized by unanimous vote of its Board of Directors (including the Independent
Director);



(H) maintain Seller’s books and records separate from those of Originator and any Affiliate
thereof and otherwise readily identifiable as its own assets rather than assets of Originator and
any Affiliate thereof;



(I) prepare its financial statements separately from those of Originator and insure that any
consolidated financial statements of Originator or any Affiliate thereof that include Seller and
that are filed with the Securities and Exchange Commission or any other governmental agency have
notes clearly stating that Seller is a separate entity and that its assets will be available first
and foremost to satisfy the claims of the creditors of Seller;



(J) except as herein specifically otherwise provided, maintain the funds or other assets of
Seller separate from, and not commingled with, those of Originator or any Affiliate thereof and
only maintain bank accounts or other depository accounts to which Seller alone is the account
party, into which Seller alone makes deposits and from which Seller alone (or the Administrative
Agent on behalf of the Purchasers hereunder) has the power to make withdrawals;



(K) pay all of Seller’s operating expenses from Seller’s own assets (except for certain
payments by Originator or other Persons pursuant to allocation arrangements that comply with the
requirements of this Section 7.10);



(L) operate its business and activities such that: it does not engage in any business or
activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement,
contract, lease or other undertaking, other than the transactions contemplated and authorized by
this Agreement and the Receivable Sale Agreement; and does not create, incur, guarantee, assume or
suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (1)
as a result of the endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business, (2) the incurrence of obligations under this
Agreement, (3) the incurrence of obligations, as expressly contemplated in the Receivable Sale
Agreement, to make payment to Originator thereunder for the purchase of Receivables from Originator
under the Receivable Sale Agreement, and (4) the incurrence of operating expenses in the ordinary
course of business of the type otherwise contemplated by this Agreement;



(M) maintain its charter in conformity with this Agreement, such that (1) it does not amend,
restate, supplement or otherwise modify its Organization Documents in any respect that would impair
its ability to comply with the terms or provisions of any of the Transaction Documents, including,
without limitation, this Section 7.10; and (2) its corporate charter, at all times that
this Agreement is in effect, provides for (x) not less than ten (10) days’ prior written notice to
the Agents of the replacement or appointment of any director that is to serve as an Independent
Director for purposes of this Agreement and (y) the condition precedent to giving effect to such
replacement or appointment that the Administrative Agent shall have determined in its reasonable
judgment that the designated Person satisfies the criteria set forth in the definition herein of
“Independent Director;”



(N) maintain the effectiveness of, and continue to perform under the Receivable Sale
Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify
the Receivable Sale Agreement, or give any consent, waiver, directive or approval thereunder or
waive any default, action, omission or breach under the Receivable Sale Agreement or otherwise
grant any indulgence thereunder, without (in each case) the prior written consent of the Agents;



(O) maintain its legal separateness such that it does not merge or consolidate with or into,
or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of
transactions, and except as otherwise contemplated herein) all or substantially all of its assets
(whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of,
any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary;



(P) maintain at all times adequate capital with which to conduct its business and to meet its
obligations as they come due; and



(Q) take such other actions as are necessary on its part to ensure that the facts and
assumptions set forth in the opinion issued by Bracewell & Giuliani LLP as counsel for the Seller
Parties, in connection with the closing or initial Incremental Purchase under this Agreement and
relating to substantive consolidation issues, and in the certificates accompanying such opinion,
remain true and correct in all material respects at all times.



Section 7.11. Performance and Enforcement of Receivable Sale Agreement. Seller will,
and will require the Originator to, perform each of their respective obligations and undertakings
under and pursuant to the Receivable Sale Agreement, will purchase Receivables thereunder in strict
compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to
Seller under the Receivable Sale Agreement. Seller will take all actions to perfect and enforce
its rights and interests (and the rights and interests of the Administrative Agent and the
Purchasers as assignees of Seller) under the Receivable Sale Agreement as any of the Agents may
from time to time reasonably request, including, without limitation, making claims to which it may
be entitled under any indemnity, reimbursement or similar provision contained in the Receivable
Sale Agreement.



Section 7.12. Collections. Each Seller Party 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 (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, provided that no
account may be added to Schedule C without the consent of 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, each Seller Party will concentrate the Collections therein
into the Servicer’s Concentration Account not less than once per calendar week. The Servicer will
sweep all such Collections from the Servicer’s Concentration Account no less than daily into the
Facility Account and immediately thereafter transferred to the Originator’s Account. Servicer will
cause the Servicer’s Concentration Account to be subject at all times to a Blocked Account
Agreement that is in full force and effect. Seller will cause the Facility Account to be subject
at all times to a Blocked Account Agreement that is in full force and effect.



Section 7.13. Ownership. Seller will take all necessary action to (i) acquire and
maintain legal and equitable title to the Receivables irrevocably in Seller, free and clear of any
Adverse Claims other than Adverse Claims in favor of the Administrative Agent, for the benefit of
the Purchasers (including, without limitation, the filing of all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect Seller’s interest in the Receivables and such other action to perfect,
protect or more fully evidence the interest of Seller therein as any of the Agents may reasonably
request), and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of
the Purchasers, a valid and perfected first priority undivided percentage ownership interest
(and/or a valid and perfected first priority security interest) in the Receivables to the full
extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor
of the Administrative Agent for the benefit of the Purchasers (including, without limitation, the
filing of all financing statements or other similar instruments or documents necessary under the
UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s
(for the benefit of the Purchasers) interest in the Receivables and such other action to perfect,
protect or more fully evidence the interest of the Administrative Agent for the benefit of the
Purchasers as any of the Agents may reasonably request).



Section 7.14. Taxes. Such Seller Party will file all tax returns and reports required
by law to be filed by it and will promptly pay all taxes and governmental charges at any time
owing, except any such taxes which are not yet delinquent or are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in accordance with GAAP will have
been set aside on its books. Seller will pay when due any taxes payable in connection with the
Receivables, exclusive of taxes on or measured by income or gross receipts of any of the Agents or
Purchasers.



Section 7.15. Negative Covenants of the Seller Parties. Until the date on which the
Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance
with its terms, each Seller Party hereby covenants, as to itself, that:



(a) Name Change, Offices and Records. Such Seller Party will not change its name,
identity or legal structure (within the meaning of Article 9 of any applicable enactment of the
UCC) or relocate its chief executive office or any office where Records are kept unless it will
have: (i) given the Administrative Agent at least 15 days’ prior written notice thereof and (ii)
delivered to the Administrative Agent all financing statements, instruments and other documents
requested by any of the Agents in connection with such change or relocation.



(b) Change in Payment Instructions to Obligors. Such Seller Party will not authorize
any Obligor to make payment to any account other than a Lock-Box or Collection Account which is
swept into the Servicer’s Concentration Account in accordance with Section 7.12.



(c) Modifications to Contracts and Credit and Collection Policy. Such Seller Party
will not make any change to the Credit and Collection Policy that could adversely affect the
collectability of the Receivables or decrease the credit quality of any newly created Receivables.
Except as otherwise permitted pursuant to Article VIII hereof, such Seller Party 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. Such Seller Party 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, the Facility Account 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 the Administrative Agent, for the
benefit of the Purchasers, provided for herein), and such Seller Party will defend the right, title
and interest of the Administrative Agent, for the benefit of the Purchasers, in, to and under any
of the foregoing property, against all claims of third parties claiming through or under such
Seller Party.



(e) Net Receivables Balance. At no time prior to the Facility Termination Date will
Seller permit the Aggregate Capital outstanding to exceed the Net Receivables Balance less the
Required Reserves.



(f) Termination Date Determination. Seller will not designate the Termination Date
(as defined in the Receivable Sale Agreement), or send any written notice to Originator in respect
thereof, without the prior written consent of the Agents, except with respect to the automatic
occurrence of such Termination Date arising in accordance with the proviso set forth in Section
7.2(i) of the Receivable Sale Agreement.



(g) Restricted Junior Payments. From and after the occurrence of any Amortization
Event, Seller will not make any Restricted Junior Payment if, after giving effect thereto, Seller
would fail to meet its obligations set forth in Section 7.10(P).



ARTICLE VIII

ADMINISTRATION AND COLLECTION




Section 8.1. 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 Article VI of the Receivable Sale Agreement and this Article VIII. Ferrellgas
is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer
pursuant to the terms of this Agreement. The Agents, acting jointly, may designate as Servicer any
Person to succeed Ferrellgas or any successor Servicer; provided, however, that unless an
Amortization Event (or another event of the type described in the definition of “Amortization Date”
has occurred), replacement of the Servicer shall not result in the occurrence of the Amortization
Date.



Section 8.2. Certain Duties of Servicer.



(a) The Servicer shall administer the Collections in accordance with the procedures described
herein and in Article II. The Servicer shall set aside and hold in trust for the account of Seller
and the Purchasers their respective shares of the Collections in accordance with Article II. The
Servicer shall, upon the request of the Agents, acting jointly, segregate, in a manner acceptable
to the Agents all cash, checks and other instruments received by it from time to time constituting
Collections from the general funds of the Servicer or Seller prior to the remittance thereof in
accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to
the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the
Administrative Agent such allocable share of Collections of Receivables set aside for the
Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly
endorsed or with duly executed instruments of transfer.



(b) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity
of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to
be appropriate to maximize Collections thereof; provided, however, that such extension or
adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted
Receivable or Charged-Off Receivable or limit the rights of the Agents or the Purchasers under this
Agreement. Notwithstanding anything to the contrary contained herein, from and after the
occurrence of an Amortization Event, the Agents shall have the absolute and unlimited right to
direct the Servicer to commence or settle any legal action with respect to any Receivable or to
foreclose upon or repossess any Related Security.



(c) The Servicer shall hold in trust for Seller and the Purchasers all Records that (i)
evidence or relate to the Receivables or (ii) are otherwise necessary or desirable to collect the
Receivables and shall, as soon as practicable upon demand of the Administrative Agent following the
occurrence of an Amortization Event, deliver or make available to the Administrative Agent, for the
benefit of the Purchasers, all such Records, at a place selected by the Administrative Agent. The
Servicer shall, from time to time at the request of any Purchaser, furnish to the Purchasers
(promptly after any such request) a calculation of the amounts set aside for the Purchasers
pursuant to Article II.



(d) Any payment by an Obligor in respect of any indebtedness owed by it to Originator or
Seller 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 8.3. Collection Notices. The Administrative Agent is authorized at any time to
date and to deliver to the applicable Collection Bank the Collection Notices; provided, however,
that nothing herein shall be deemed to give any of the Agents or Purchasers any claim to, Adverse
Claim on or right to retain any amounts deposited into the Servicer’s Concentration Account or the
Facility Account which do not constitute Collections and provided, further, that unless an
Amortization Event (or another event of the type described in the definition of “Amortization Date”
has occurred), delivery of the Collection Notices shall not result in the occurrence of the
Amortization Date. The Servicer and Seller hereby transfer to the Administrative Agent for the
benefit of the Purchasers, exclusive control of the Servicer’s Concentration Account; provided,
however, that the Servicer or Seller shall retain the right to direct the disposition of funds
therefrom until the Administrative Agent delivers the applicable Collection Notice. The Seller
hereby transfers to the Administrative Agent for the benefit of the Purchasers, exclusive control
of the Facility Account and each other Collection Account (other than the Servicer’s Concentration
Account) that is now or hereafter governed by a Blocked Account Agreement; provided, however, that
the Seller shall retain the right to direct the disposition of funds therefrom until the
Administrative Agent delivers the applicable Collection Notice. Each of the Seller Parties hereby
authorizes the Administrative Agent, and agrees that the Administrative Agent shall be entitled:
(i) at any time after delivery of the Collections Notices, to endorse such Seller Party’s name on
checks and other instruments representing Collections, (ii) at any time after the earlier to occur
of an Amortization Event or replacement of the Servicer, to enforce the Receivables and the Related
Security, and (iii) at any time after delivery of the Collections Notices, to take such action as
shall be necessary or desirable to cause all cash, checks and other instruments constituting
Collections to come into the possession of the Administrative Agent rather than such Seller Party.



Section 8.4. Responsibilities of Seller. Anything herein to the contrary
notwithstanding, the exercise by the Agents and the Purchasers of their rights hereunder shall not
release the Servicer, Originator or Seller from any of their duties or obligations with respect to
any Receivables or under the related Contracts. The Purchasers shall have no obligation or
liability with respect to any Receivables or related Contracts, nor shall any of them be obligated
to perform the obligations of Seller.



Section 8.5. Reports.



(a) The Servicer shall prepare and forward to the Agents (i) on the 18th day of each month
hereafter or if any such day is not a Business Day, on the next succeeding Business Day (each, a
“Monthly Reporting Date”), a Monthly Report and (ii) at such times as any of the Agents shall
reasonably request, a listing by Obligor of all Receivables together with an aging of all
Receivables. Subject to the limitations set forth in Section 7.12, concurrent with the delivery of
each Monthly Report, the Servicer may, but is not obligated to, provide an updated Schedule C so
long as such updated Schedule C only adds new accounts and deletes previously listed accounts which
have been closed. Upon such delivery, Schedule C attached hereto shall be automatically replaced
in its entirety with such updated Schedule C without the consent of any other party hereto.



(b) In addition, on each Interim Reporting Date, the Servicer shall prepare and send to each
of the Agents an Interim Report as of the close of business on the prior Business Day or week, as
applicable; provided that the Servicer may provide an unsigned Interim Report by e-mail so long as
such e-mail transmission confirms that such Interim Report is final and the Servicer delivers a
signed hard copy by facsimile or mail within two Business Days.



ARTICLE IX

AMORTIZATION EVENTS




Section 9.1. Amortization Events. The occurrence of any one or more of the following
events shall constitute an Amortization Event:



(a) (i) Except as provided in paragraph 9.1(e), any Seller Party shall fail to make any
payment or deposit required hereunder when due and, for any such payment or deposit which is not in
respect of Capital, such failure continues for two (2) Business Days, or (ii) any Seller Party
shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred
to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for
five (5) consecutive Business Days.



(b) Any representation, warranty, certification or statement made by any Seller Party in this
Agreement, any other Transaction Document to which it is a party or in any other document delivered
pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or
deemed made.



(c) Failure of Seller to pay any Indebtedness when due; or the default by Seller in the
performance of any term, provision or condition contained in any agreement under which any such
Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder
or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated
maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to
be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.



(d) (i) Any Seller Party shall generally not pay its debts as such debts become due or shall
admit in writing its inability to pay its debts generally or shall make a general assignment for
the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party
or any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its
debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar
official for it or any substantial part of its property or (iii) any Seller Party or any of its
Subsidiaries shall take any action to authorize any of the actions set forth in clauses (i) or (ii)
above in this subsection (d).



(e) Seller shall fail to comply with the terms of Section 2.5 hereof, or, on any day, the
Aggregate Capital shall exceed the Purchase Limit on such day.



(f) As of the last day of any Measurement Period:




(i) the average of the Charged-Off Trigger Ratios for the three Measurement Periods
then most recently ended shall exceed 0.9%, or




(ii) the average of the Dilution Ratios for the three Measurement Periods shall exceed
(A) 2.75% for the three Measurement Periods ending in July, August, September or October of
any year, or (B) 2.4% for the three Measurement Periods ending in November, December,
January, February, March, April, May or June of any year.



(g) A Change of Control shall occur.



(h) One or more final judgments for the payment of money shall be entered against Seller on
claims not covered by insurance or as to which the insurance carrier has denied its responsibility,
and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days
without a stay of execution.



(i) The occurrence of any Termination Event or the Termination Date (each as defined in the
Receivable Sale Agreement) shall occur.



(j) This Agreement shall terminate in whole or in part (except in accordance with its terms),
or shall cease to be effective or to be the legally valid, binding and enforceable obligation of
Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness,
validity, binding nature or enforceability, or the Administrative Agent for the benefit of the
Purchasers shall cease to have a valid and perfected first priority security interest in the
Receivables.



(k) As of the last day of any Measurement Period ending during the periods specified in the
table below, the average of the three Measurement Periods then most recently ended for the
Outstanding Balance of all Receivables included in the Purchaser Interests (regardless of whether
they are Eligible Receivables on the date of determination) as to which any payment, or part
thereof, remains unpaid for 61 days or more from the original due date for such payment shall
exceed the percentage specified in the table below opposite such period:



	 	 	 	 	 
	Period in Which

Measurement Period Ends

	 	Applicable

Percentage

	 

	 	 	 	 
	May or December

	 	 	20.00	%
	 

	 	 	 	 
	June, October or November

	 	 	25.00	%
	 

	 	 	 	 
	July

	 	 	27.00	%
	 

	 	 	 	 
	August or September

	 	 	29.00	%
	 

	 	 	 	 
	At all other times

	 	 	16.50	%
	 

	 	 	 	 






(l) (i) Any Loan Party (this and other capitalized terms in this Section 9.1(l) are used with
the meanings attributed thereto in the Credit Agreement unless otherwise specified) or any
Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise, but after giving effect to any applicable grace
periods) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or
perform any other agreement or condition relating to any such Indebtedness or Guarantee or
contained in any instrument or agreement evidencing, securing or relating thereto (in each case,
after giving effect to any applicable grace periods), or any other event occurs, the effect of
which default or other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness or such Guarantee to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as
to which a Loan Party or any Restricted Subsidiary thereof is the Defaulting Party (as defined in
such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to
which a Loan Party or any Restricted Subsidiary thereof is an Affected Party (as so defined) and,
in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result
thereof is greater than the Threshold Amount.



(m) Ferrellgas shall fail to maintain a Consolidated Interest Coverage Ratio (as defined in
the Credit Agreement) of at least 2.50 to 1.00.



(n) Ferrellgas shall fail to maintain a Consolidated Senior Secured Leverage Ratio (as defined
in the Credit Agreement) of not greater than 2.50 to 1.00.



(o) Ferrellgas shall fail to maintain a Consolidated Leverage Ratio (as defined in the Credit
Agreement) of not greater than 5.0 to 1.0.



(p) Seller shall fail to hold at least one Board of Directors’ meeting in each fiscal year
beginning with fiscal year 2010.



(q) Any Person shall be appointed as an Independent Director of the Seller without prior
notice thereof having been given to the Administrative Agent in accordance with Section 7.3(h) or
without the written acknowledgement by the Administrative Agent that such Person conforms, in the
reasonable judgment of the Administrative Agent based on the Seller’s representations, with the
criteria set forth in the definition herein of “Independent Director.”



Section 9.2. Remedies. Upon the occurrence and during the continuation of an
Amortization Event, the Administrative Agent may, or upon the direction of the Required Committed
Purchasers, the Administrative Agent shall, take any of the following actions: (i) replace the
Person then acting as Servicer (if not previously replaced), (ii) declare the Amortization Date to
have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or
further notice of any kind, all of which are hereby expressly waived by each Seller Party;
provided, however, that upon the occurrence of an Amortization Event described in Section 9.1(d),
or of an actual or deemed entry of an order for relief with respect to any Seller Party under the
Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest
or any notice of any kind, all of which are hereby expressly waived by each Seller Party, and (iii)
notify Obligors of the Purchasers’ interest in the Receivables. The aforementioned rights and
remedies shall be without limitation, and shall be in addition to all other rights and remedies of
the Agents and the Purchasers 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 X

INDEMNIFICATION




Section 10.1. Indemnities by the Seller Parties. Without limiting any other rights
that any of the Agents or Purchasers may have hereunder or under applicable law, (A) Seller hereby
agrees to indemnify (and pay upon demand to) each of the Agents and Purchasers and their respective
assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against
any and all damages, losses, claims, taxes, liabilities, costs, expenses including reasonable
attorneys’ fees (which attorneys may be employees of such Agent or such Purchaser) 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 a Purchaser of an interest in the Receivables, and
(B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for
Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s
activities as Servicer hereunder excluding, however, in all of the foregoing instances under the
preceding clauses (A) and (B):




(a) Indemnified Amounts to the extent 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 as a loan or loans by the Purchasers to Seller secured by the Receivables and
Related Security;



provided, however, that nothing contained in this sentence shall limit the liability of any Seller
Party or limit the recourse of the Purchasers to any Seller Party for amounts otherwise
specifically provided to be paid by such Seller Party under the terms of this Agreement. Without
limiting the generality of the foregoing indemnification, Seller shall indemnify the Agents and the
Purchasers for Indemnified Amounts (including, without limitation, losses in respect of
uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse
to Seller or the Servicer) relating to or resulting from:




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




(ii) the failure by Seller, the Servicer or 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 Seller, the Servicer or 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 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 an Incremental Purchase or a Reinvestment, the ownership of the Purchaser
Interests or any other investigation, litigation or proceeding relating to Seller, the
Servicer or 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 Amortization Event described in Section 9.1(d);




(x) any failure of Seller to acquire and maintain legal and equitable title to, and
ownership of all or any portion of the Receivables from Originator, free and clear of any
Adverse Claim (other than as created hereunder); or any failure of Seller to give reasonably
equivalent value to Originator under the Receivable Sale Agreement in consideration of the
transfer by Originator of any portion of the Receivables, or any attempt by any Person to
void such transfer under statutory provisions or common law or equitable action;




(xi) any failure to vest and maintain vested in the Administrative Agent for the
benefit of the Purchasers, or to transfer to the Administrative Agent for the benefit of the
Purchasers, legal and equitable title to, and ownership of, a first priority perfected
undivided percentage ownership interest (to the extent of the Purchaser Interests
contemplated hereunder) or security interest in the Receivables and Related Security, free
and clear of any Adverse Claim (except as created by the Transaction Documents);




(xii) 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 any Incremental Purchase or Reinvestment or at any subsequent time;




(xiii) any action or omission by any Seller Party which reduces or impairs the rights
of the Agents or the Purchasers with respect to any Receivable or the value of any such
Receivable;




(xiv) any attempt by any Person to void any Incremental Purchase or Reinvestment
hereunder under statutory provisions or common law or equitable action; and




(xv) the failure of any Receivable included in the calculation of the Net Receivables
Balance to be an Eligible Receivable at the time so included.



Section 10.2. Increased Cost and Reduced Return.



(a) If after the date hereof, any Affected Entity shall be charged any fee, expense or
increased cost on account of the adoption of any applicable law, rule or regulation (including any
applicable law, rule or regulation regarding capital adequacy), any accounting principles or any
change therein in any of the foregoing, or any change in the interpretation or administration
thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any
central bank or any comparable agency charged with the interpretation or administration thereof, or
compliance with any request or directive (whether or not having the force of law) of any such
authority or agency (a “Regulatory Change”): (i) which subjects any Affected Entity to any charge
or withholding on or with respect to this Agreement, any Funding Agreement or an Affected Entity’s
obligations under this Agreement or a Funding Agreement, or on or with respect to the Receivables,
or changes the basis of taxation of payments to any Affected Entity of any amounts payable under
this Agreement or any Funding Agreement (except for changes in the rate of tax on the overall net
income of an Affected Entity) or (ii) which imposes, modifies or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement against assets of, deposits
with or for the account of an Affected Entity, or credit extended by an Affected Entity pursuant to
this Agreement or a Funding Agreement or (iii) which imposes any other condition the result of
which is to increase the cost to an Affected Entity of performing its obligations under this
Agreement or a Funding Agreement, or to reduce the rate of return on an Affected Entity’s capital
as a consequence of its obligations under this Agreement or a Funding Agreement, or to reduce the
amount of any sum received or receivable by an Affected Entity under this Agreement or a Funding
Agreement or to require any payment calculated by reference to the amount of interests or loans
held or interest received by it, then, upon demand by the applicable Purchaser, the Seller shall
pay to such Purchaser, for the benefit of the relevant Affected Entity, such amounts charged to
such Affected Entity or compensate such Affected Entity for such reduction.



(b) Payment of any sum pursuant to this Section 10.2 shall be made by the Seller to the
applicable Purchaser, for the benefit of the relevant Affected Entity, not later than ten (10) days
after any such demand is made. A certificate of any Affected Entity, signed by an authorized
officer claiming compensation under this Section 10.2 and setting forth in reasonable detail the
additional amount to be paid for its benefit and explaining the manner in which such amount was
determined shall be presumptive evidence of the amount to be paid, absent manifest error. Amounts
under this Section 10.2 may be demanded at any time within 180 days after the incurrence of such
amount without regard to the timing of issuance of any financial statement by Seller, any Purchaser
or any Affected Entity.



Section 10.3. Other Costs and Expenses. Seller shall pay to the Agents within 45 days
after presentation of an invoice therefor setting forth in reasonable detail the basis for the fees
and charges therein all costs and out-of-pocket expenses in connection with the preparation,
execution, delivery and administration of this Agreement, the transactions contemplated hereby and
the other documents to be delivered hereunder, including without limitation, the cost of the
Administrative Agent’s auditors auditing the books, records and procedures of Seller, reasonable
fees and out-of-pocket expenses of shared legal counsel for the Agents with respect thereto and
with respect to advising the Agents as to their respective rights and remedies under this
Agreement. Seller shall pay to each of the Agents and Purchasers within 45 days after presentation
of an invoice therefor setting forth in reasonable detail the basis for the fees and charges
therein any and all costs and expenses of the Agents and the Purchasers, if any, including the
reasonable fees and expenses of counsel 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 an Amortization
Event.



ARTICLE XI

THE AGENTS




Section 11.1. Authorization and Action. Each Purchaser hereby designates and appoints
Wells to act as its administrative agent hereunder and under each other Transaction Document, and
authorizes the Administrative Agent to take such actions as Administrative Agent on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement
and the other Transaction Documents together with such powers as are reasonably incidental thereto.
Each member of the Starbird Group hereby designates and appoints the Starbird Group Agent to act
as its managing agent hereunder, and authorizes the Starbird Group Agent to take such actions as
managing agent on its behalf and to exercise such powers as are delegated to such managing agent by
the terms of this Agreement, together with such powers as are reasonably incidental thereto. Each
of Wells and Fifth Third hereby designates and appoints itself to act as its managing agent
hereunder, and authorizes itself to take such actions as managing agent on its behalf and to
exercise such powers as are delegated to such managing agent by the terms of this Agreement,
together with such powers as are reasonably incidental thereto. Each of the Agents hereby agrees
to deliver a copy of each notice, certificate or report received by it from the Seller Parties to
the applicable Purchasers promptly after receipt thereof. The Agents shall not have any duties or
responsibilities, except those expressly set forth herein or in any other Transaction Document, or
any fiduciary relationship with any Purchaser, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part of any of the Agents shall be read
into this Agreement or any other Transaction Document or otherwise exist for any of the Agents. In
performing its functions and duties hereunder and under the other Transaction Documents, the
Administrative Agent shall act solely as agent for the Purchasers and does not assume nor shall be
deemed to have assumed any obligation or relationship of trust or agency with or for any Seller
Party or any of such Seller Party’s successors or assigns, and each of the Agents shall act solely
as agent for its Purchaser Group and does not assume nor shall be deemed to have assumed any
obligation or relationship of trust or agency with or for any Seller Party, any of such Seller
Party’s successors or assigns, or any other Purchaser. None of the Agents shall be required to
take any action that exposes it to personal liability or that is contrary to this Agreement, any
other Transaction Document or applicable law. The appointment and authority of the Agents
hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each of
the Purchasers hereby authorizes the Administrative Agent to file UCC financing statements and
execute the Blocked Account Agreement on behalf of such Purchaser (the terms of which shall be
binding on such Purchaser).



Section 11.2. Delegation of Duties. Each of the Agents may execute any of its duties
under this Agreement and each other Transaction Document by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to such duties. None
of the Agents shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.



Section 11.3. Exculpatory Provisions. None of the Agents nor any of its directors,
officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be
taken by it or them under or in connection with this Agreement or any other Transaction Document
(except for its, their or such Person’s own gross negligence or willful misconduct), or (ii)
responsible in any manner to any of the Purchasers or other Agents for any recitals, statements,
representations or warranties made by any Seller Party contained in this Agreement, any other
Transaction Document or any certificate, report, statement or other document referred to or
provided for in, or received under or in connection with, this Agreement, or any other Transaction
Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement, or any other Transaction Document or any other document furnished in connection
herewith or therewith, or for any failure of any Seller Party to perform its obligations hereunder
or thereunder, or for the satisfaction of any condition specified in Article VI, or for the
perfection, priority, condition, value or sufficiency of any collateral pledged in connection
herewith. None of the Agents shall be under any obligation to any Purchaser or any other Agent to
ascertain or to inquire as to the observance or performance of any of the agreements or covenants
contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the
properties, books or records of the Seller Parties. None of the Agents shall be deemed to have
knowledge of any Amortization Event or Potential Amortization Event unless such Agent has received
notice from Seller or a Purchaser.



Section 11.4. Reliance by Agents. The Agents shall in all cases be entitled to rely,
and shall be fully protected in relying, upon any document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, without limitation, counsel to Seller),
independent accountants and other experts selected by such Agent. Each of the Agents shall in all
cases be fully justified in failing or refusing to take any action under this Agreement or any
other Transaction Document unless it shall first receive such advice or concurrence of such
Purchasers as it deems appropriate and it shall first be indemnified to its satisfaction by the
applicable Purchasers, provided that unless and until such Agent shall have received such advice,
such Agent may take or refrain from taking any action, as such Agent shall deem advisable and in
the best interests of the Purchasers. Each of the Agents shall in all cases be fully protected in
acting, or in refraining from acting, in accordance with a request of the Required Committed
Purchasers or all of the Purchasers, as applicable, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Purchasers.



Section 11.5. Non-Reliance on Agents and Other Purchasers. Each Purchaser expressly
acknowledges that none of the Agents, nor any of such Agent’s officers, directors, employees,
agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that
no act by any Agent hereafter taken, including, without limitation, any review of the affairs of
any Seller Party, shall be deemed to constitute any representation or warranty by such Agent. Each
Purchaser represents and warrants to the Agents that it has and will, independently and without
reliance upon any of the Agents or any other Purchaser and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into the business,
operations, property, prospects, financial and other conditions and creditworthiness of Seller and
made its own decision to enter into this Agreement, the other Transaction Documents and all other
documents related hereto or thereto.



Section 11.6. Reimbursement and Indemnification. The Committed Purchasers agree to
reimburse and indemnify the Administrative Agent and its officers, directors, employees,
representatives and agents ratably according to their respective Commitments, to the extent not
paid or reimbursed by the Seller Parties (i) for any amounts for which the Administrative Agent,
acting in its capacity as Administrative Agent, is entitled to reimbursement by the Seller Parties
hereunder and (ii) for any other expenses incurred by the Administrative Agent, in its capacity as
Administrative Agent and acting on behalf of the Purchasers, in connection with the administration
and enforcement of this Agreement and the other Transaction Documents. Each of the Liquidity Banks
agrees to reimburse and indemnify the Starbird Group Agent and its officers, directors, employees,
representatives and agents ratably according to their respective Commitments, to the extent not
paid or reimbursed by the Seller Parties (i) for any amounts for which the Starbird Group Agent,
acting in its capacity as such, is entitled to reimbursement by the Seller Parties hereunder and
(ii) for any other expenses incurred by the Starbird Group Agent, in its capacity as such and
acting on behalf of the Starbird Group, in connection with the administration and enforcement of
this Agreement and the other Transaction Documents.



Section 11.7. Agents in their Individual Capacity. Each of the Agents, the Purchasers
and their respective Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with Seller or any Affiliate of Seller as though it were not an Agent or a
Purchaser (as applicable) hereunder. With respect to the acquisition of Purchaser Interests
pursuant to this Agreement, the Agent shall have the same rights and powers under this Agreement in
its individual capacity as any Purchaser and may exercise the same as though it were not the Agent,
and the terms “Liquidity Bank” and “Liquidity Banks” shall include Wells and the terms “Committed
Purchaser,” “Committed Purchasers,” “Purchaser” and “Purchasers” shall include Wells and Fifth
Third.



Section 11.8. Successor Administrative Agent. The Administrative Agent may, upon five
days’ notice to Seller and the Purchasers, and the Administrative Agent will, upon the direction of
all of the Purchasers (other than the Administrative Agent, in its individual capacity) resign as
Administrative Agent. If the Administrative Agent shall resign, then the Required Committed
Purchasers during such five-day period shall appoint from among the Purchasers a successor
administrative agent. If for any reason no successor Administrative Agent is appointed by the
Required Committed Purchasers during such five-day period, then effective upon the termination of
such five day period, the Purchasers shall perform all of the duties of the Administrative Agent
hereunder and under the other Transaction Documents and Seller and the Servicer (as applicable)
shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers
and for all purposes shall deal directly with the Purchasers. After the effectiveness of any
retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder and under the
other Transaction Documents and the provisions of this Article XI and Article X shall continue in
effect for its benefit with respect to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and under the other Transaction Documents.



ARTICLE XII

ASSIGNMENTS; PARTICIPATIONS




Section 12.1. Assignments.



(a) Each of the Seller Parties and the Committed Purchasers hereby agrees and consents to the
complete or partial assignment by Starbird of all or any portion of its rights under, interest in,
title to and obligations under this Agreement to the Liquidity Banks pursuant to a Funding
Agreement or to any other commercial paper conduit administered by BNP Paribas, acting through its
New York Branch, or one of its Affiliates that issues commercial paper which is rated A-1 or better
by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and P-1 by Moody’s Investor
Service, Inc., and upon such assignment, Starbird shall be released from its obligations so
assigned. Further, Seller and each of the Committed Purchasers hereby agrees that any assignee of
Starbird of Starbird’s right, title and interest in, to and under this Agreement or all or any of
the Purchaser Interests of Starbird shall have all of the rights and benefits under this Agreement
as if the term “Starbird” explicitly referred to such party, and no such assignment shall in any
way impair the rights and benefits of Starbird hereunder. Neither Seller nor the Servicer shall
have the right to assign its rights or obligations under this Agreement without the prior written
consent of each of the Agents.



(b) Any Liquidity Bank may at any time and from time to time assign to one or more Persons
(“Purchasing Liquidity Banks”) all or any part of its rights and obligations under this Agreement
pursuant to an assignment agreement, in a form reasonably acceptable to the parties thereto,
Seller, the Starbird Group Agent and the Administrative Agent (the “Assignment Agreement”) executed
by such Purchasing Liquidity Bank and such selling Liquidity Bank. The consent of Starbird shall
be required prior to the effectiveness of any such assignment (such consent not to be unreasonably
withheld or delayed). Each assignee of a Liquidity Bank must have a short-term debt rating of A-1
or better by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and P-1 by Moody’s
Investor Service, Inc. and must agree to deliver to the Starbird Group Agent, promptly following
any request therefor by the Starbird Group Agent or Starbird, an enforceability opinion in form and
substance satisfactory to the Starbird Group Agent and Starbird. Upon delivery of the executed
Assignment Agreement to the Starbird Group Agent and the Administrative Agent, such selling
Liquidity Bank shall be released from its obligations hereunder to the extent of such assignment.
Thereafter the Purchasing Liquidity Bank shall for all purposes be a Liquidity Bank party to this
Agreement and shall have all the rights and obligations of a Liquidity Bank under this Agreement to
the same extent as if it were an original party hereto and no further consent or action by Seller,
the Purchasers or the Agents shall be required.



(c) Each of the Liquidity Banks agrees that in the event that it shall cease to have a
short-term debt rating of A-1 or better by Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc., and P-1 by Moody’s Investor Service, Inc. (an “Affected Liquidity Bank”), such
Affected Liquidity Bank shall be obliged, at the request of Starbird or the Starbird Group Agent,
to assign all of its rights and obligations hereunder to (x) another Liquidity Bank or (y) another
funding entity nominated by the Starbird Group Agent and acceptable to Starbird, and willing to
participate in this Agreement through the Liquidity Termination Date in the place of such Affected
Liquidity Bank; provided that the Affected Liquidity Bank receives payment in full, pursuant to an
Assignment Agreement, of an amount equal to such Liquidity Bank’s Pro Rata Share of the Aggregate
Capital and Yield owing to the Liquidity Banks and all accrued but unpaid fees and other costs and
expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Liquidity
Banks.



(d) With the consent of the Seller as long as no Amortization Event has occurred and is
continuing (which consent shall not be unreasonably withheld), any Committed Purchaser (other than
any Liquidity Bank) (“Selling Purchaser”) may at any time and from time to time assign to one or
more Persons (“Purchasing Committed Purchaser”) all or any part of its rights and obligations under
this Agreement pursuant to an assignment agreement, in a form reasonably acceptable to the parties
thereto, Seller and Administrative Agent (the “Committed Purchaser Assignment Agreement”) executed
by such Purchasing Committed Purchaser and such Selling Purchaser. As long as no Amortization
Event has occurred and is continuing, each assignee of a Selling Purchaser must have a short-term
debt rating of A-1 or better by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.,
and P-1 by Moody’s Investor Service, Inc. Upon delivery of the executed Committed Purchaser
Assignment Agreement to the Administrative Agent, such Selling Purchaser shall be released from its
obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed
Purchaser shall for all purposes be a Committed Purchaser party to this Agreement and shall have
all the rights and obligations of a Committed Purchaser under this Agreement to the same extent as
if it were an original party hereto and no further consent or action by Seller, the Purchasers or
the Agents shall be required.



Section 12.2. Participations.



(a) Any Liquidity Bank may, in the ordinary course of its business at any time sell to one or
more Persons (each, a “Participant”) participating interests in its Pro Rata Share of the Purchaser
Interests of the Liquidity Banks, its obligations under any Funding Agreement to which it is a
party or any other interest of such Liquidity Bank hereunder. Notwithstanding any such sale by a
Liquidity Bank of a participating interest to a Participant, such Liquidity Bank’s rights and
obligations under this Agreement shall remain unchanged, such Liquidity Bank shall remain solely
responsible for the performance of its obligations hereunder, and the Seller Parties, the Agents
and the other Purchasers shall continue to deal solely and directly with such Liquidity Bank in
connection with such Liquidity Bank’s rights and obligations under this Agreement. Each Liquidity
Bank agrees that any agreement between such Liquidity Bank and any such Participant in respect of
such participating interest shall not restrict such Liquidity Bank’s right to agree to any
amendment, supplement, waiver or modification to this Agreement, except for any amendment,
supplement, waiver or modification described in Section 14.l(b)(i).



(b) Any Committed Purchaser (other than a Liquidity Bank may, in the ordinary course of its
business at any time sell to one or more Participants, participating interests in its Purchaser
Interests or any other interest of such Committed Purchaser hereunder. Notwithstanding any such
sale by such a Committed Purchaser of a participating interest to a Participant, such Committed
Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Committed
Purchaser shall remain solely responsible for the performance of its obligations hereunder, and
Seller, the Agents and the other Purchasers shall continue to deal solely and directly with such
Committed Purchaser in connection with such Committed Purchaser’s rights and obligations under this
Agreement. Each Committed Purchaser agrees that any agreement between such Committed Purchaser and
any such Participant in respect of such participating interest shall not restrict such Committed
Purchaser’s right to agree to any amendment, supplement, waiver or modification to this Agreement,
except for any amendment, supplement, waiver or modification described in Section
14.l(b)(i).



Section 12.3. Federal Reserve. Notwithstanding any other provision of this Agreement
to the contrary, any Purchaser may at any time pledge or grant a security interest in all or any
portion of its rights (including, without limitation, any Receivable and any rights to payment of
Capital and Yield or CP Costs) under this Agreement to secure obligations of such Purchaser to a
Federal Reserve Bank, without notice to or consent of the Seller, any other Purchaser or any Agent;
provided that no such pledge or grant of a security interest shall release any Purchaser from any
of its obligations hereunder, or substitute any such pledgee or grantee for such Purchaser as a
party hereto.



ARTICLE XIII

FUNDING AGREEMENTS




Section 13.1. Funding Agreement Fundings. The parties hereto acknowledge that
Starbird may assign all or any portion of its Purchaser Interests to the Liquidity Banks in its
Purchaser Group at any time pursuant to a Funding Agreement to finance or refinance the necessary
portion of its Purchaser Interests through a funding under such Funding Agreement to the extent
available. The fundings under such Funding Agreement will accrue Yield in accordance with Section
4.1. Regardless of whether a funding of Purchaser Interests by such Liquidity Banks constitutes
the direct purchase of a Purchaser Interest hereunder, an assignment under a Funding Agreement of a
Purchaser Interest originally funded by Starbird or the sale of one or more participations or other
interests under a Funding Agreement in such Purchaser Interest, each Liquidity Bank participating
in a funding of a Purchaser Interest pursuant to a Funding Agreement shall have the rights and
obligations of a “Purchaser” hereunder with the same force and effect as if it had done so
directly.



ARTICLE XIV

MISCELLANEOUS




Section 14.1. Waivers and Amendments.



(a) No failure or delay on the part of any of the Agents or Purchasers 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 may be amended, supplemented, modified or waived except in
writing in accordance with the provisions of this Section 14.1(b). The Seller Parties and
Administrative Agent, at the direction of the Required Committed Purchasers, may enter into
written modifications or waivers of any provisions of this Agreement, provided, however, that no
such modification or waiver shall:




(i) without the consent of each affected Purchaser, (A) extend the Liquidity
Termination Date or the date of any payment or deposit of Collections by Seller or the
Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any
component of Yield or CP Costs), (C) reduce any fee payable to the Administrative Agent for
the benefit of the Purchasers, (D) except pursuant to Article XII hereof, change the amount
of the Capital of any Purchaser, any Liquidity Bank’s Pro Rata Share (except pursuant to a
Funding Agreement) or any Committed Purchaser’s Commitment, (E) amend, modify or waive any
provision of the definition of Required Committed Purchasers or this Section 14.1(b), (F)
consent to or permit the assignment or transfer by Seller of any of its rights and
obligations under this Agreement, (G) change the definition of “Required Reserve” or any
component thereof, or (H) amend or modify any defined term (or any defined term used
directly or indirectly in such defined term) used in clauses (A) through (G) above in a
manner that would circumvent the intention of the restrictions set forth in such clauses; or




(ii) without the written consent of the then Administrative Agent, amend, modify or
waive any provision of this Agreement if the effect thereof is to affect the rights or
duties of such Administrative Agent.



Notwithstanding the foregoing, (A) the Administrative Agent and Seller, with the consent of each
Committed Purchaser, may amend this Agreement on terms satisfactory to the Administrative Agent and
the Seller to add additional Persons as Committed Purchasers hereunder and (B) the Agents may enter
into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13
or any other provision of this Agreement without the consent of the Seller Parties, provided that
such amendment has no negative impact upon either of the Seller Parties. Any modification or
waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and
shall be binding upon the Seller Parties, the Purchasers and the Agents.



Section 14.2. Notices. Except as provided in this Section 14.2, all communications
and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic
facsimile transmission or similar writing, and if permitted, e-mail) 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 each of the other parties hereto. Each such notice or other communication
shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three
(3) Business Days after the time such communication is deposited in the mail with first class
postage prepaid or (iii) if given by any other means, when received at the address specified in
this Section 14.2. Seller hereby authorizes each of the Agents and the Purchasers to effect
purchases based on telephonic notices made by any Person whom such Agent or such Purchaser in good
faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to any Agent a
written confirmation of each telephonic notice signed by a Responsible Officer of Seller; provided,
however, the absence of such confirmation shall not affect the validity of such notice. If the
written confirmation differs from the action taken by any of the Agents or Purchasers, as the case
may be, the records of such Agent or such Purchaser, as applicable, shall govern absent manifest
error.



Section 14.3. Ratable Payments. If any Purchaser, whether by setoff or otherwise, has
payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser
(other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that
received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such
Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion
of such Aggregate Unpaids held by the other Purchasers so that after such purchase each Purchaser
will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of
such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without interest.



Section 14.4. Protection of Ownership Interests of the Purchasers.



(a) Seller 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
any of the Agents may request, to perfect, protect or more fully evidence the Purchaser Interests,
or to enable the Agents or the Purchasers to exercise and enforce their rights and remedies
hereunder. At any time after the occurrence of an Amortization Event, the Administrative Agent
may, or the Administrative Agent may direct Seller or the Servicer to, notify the Obligors of
Receivables, at Seller’s expense, of the ownership or security interests of the Purchasers under
this Agreement and may also direct that payments of all amounts due or that become due under any or
all Receivables be made directly to the Administrative Agent or its designee. Seller or the
Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of such Purchaser
in any such notification.



(b) If any Seller Party fails to perform any of its obligations hereunder: (i) any of the
Agents or Purchasers may (but shall not be required to) perform, or cause performance of, such
obligations, and such Agent’s or such Purchaser’s costs and expenses incurred in connection
therewith shall be payable by Seller as provided in Section 10.3, (ii) each Seller Party
irrevocably authorizes the Administrative Agent at any time and from time to time in the sole
discretion of the Administrative Agent, and appoints the Administrative Agent as its
attorney-in-fact, to act on behalf of such Seller Party (A) to execute on behalf of Seller as
debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole
discretion to perfect and to maintain the perfection and priority of the interest of the Purchasers
in the Receivables and (B) 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 the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to
maintain the perfection and priority of the interests of the Purchasers in the Receivables. The
appointment in the preceding clause (ii) is coupled with an interest and is irrevocable.



Section 14.5. Confidentiality.



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



(b) Anything herein to the contrary notwithstanding, each Seller Party hereby consents to the
disclosure of any nonpublic information with respect to it (i) to the Agents or the Purchasers by
each other, (ii) by any of the Agents or the Purchasers to any prospective or actual assignee or
participant of any of them, (iii) by the Starbird Group Agent to any rating agency, Commercial
Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to Starbird or
any entity organized for the purpose of purchasing, or making loans secured by, financial assets
for which BNP or one of its Affiliates acts as the administrative agent 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. 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) Notwithstanding any other express or implied agreement to the contrary, the parties hereto
agree that each of them and each of their employees, representatives, and other agents may disclose
to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the
transaction and all materials of any kind (including opinions or other tax analyses) that are
provided to any of them relating to such tax treatment and tax structure, except where
confidentiality is reasonably necessary to comply with U.S. federal or state securities laws. For
purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meanings
specified in Treasury Regulation section 1.6011-4(c).



Section 14.6. Bankruptcy Petition(a) . Each of the Seller Parties, the Agents and the
Committed Purchasers 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 Starbird, it will not
institute against, or join any other Person in instituting against, Starbird 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.



Notwithstanding any provisions contained in this Agreement to the contrary, Starbird shall not
or shall not be obligated to, pay any amount, if any, payable by it pursuant to this Agreement or
any other Transaction Document unless (i) Starbird has received funds which may be used to make
such payment and which funds are not required to repay the Pooled Commercial Paper when due and
(ii) after giving effect to such payment, either (x) Starbird could issue Pooled Commercial Paper
to refinance all outstanding Pooled Commercial Paper and other outstanding amounts (assuming such
outstanding Pooled Commercial Paper and other outstanding amounts matured at such time) in
accordance with the program documents governing Starbird’s securitization program or (y) all Pooled
Commercial Paper and other outstanding amounts are paid in full.  Any amount which Starbird does
not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as
defined in §101 of the Federal Bankruptcy Code) against or obligation of Starbird for any such
insufficiency unless and until Starbird satisfies the provisions of clauses (i) and (ii) above.
 The provisions of this Section 14.6 shall survive the termination of this Agreement. For the
avoidance of doubt, nothing contained in Section 14.6 shall affect the obligations of any Liquidity
Bank under this Agreement.



Section 14.7. Limitation of Liability. Except with respect to any claim arising out
of the willful misconduct or gross negligence of any of the Agents or Purchasers, no claim may be
made by any Seller Party or any other Person against any of the Agents or Purchasers 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 each Seller Party
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 14.8. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.



Section 14.9. CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN
NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SELLER PARTY 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 ANY AGENT OR ANY PURCHASER TO BRING
PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL
PROCEEDING BY ANY SELLER PARTY AGAINST ANY AGENT OR ANY PURCHASER OR ANY AFFILIATE OF ANY AGENT OR
ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS
AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.



Section 14.10. 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 ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.



Section 14.11. 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 the parties hereto and
their respective successors and permitted assigns (including any trustee in bankruptcy). 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 any Seller Party pursuant to Article V, (ii) the
indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing
and shall survive any termination of this Agreement.



Section 14.12. 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.



Section 14.13. BNP Roles. Each of the Purchasers acknowledges that BNP acts, or may
in the future act, (i) as administrative agent for Starbird, (ii) as issuing and paying agent for
the Commercial Paper of Starbird, (iii) to provide credit or liquidity enhancement for the timely
payment for Starbird’s Commercial Paper and (iv) to provide other services from time to time for
Starbird or any Liquidity Bank (collectively, the “BNP Roles”). Without limiting the generality of
this Section 14.13, each Purchaser hereby acknowledges and consents to any and all BNP Roles
(except no Purchaser may be required to accept BNP in a BNP Role for such Purchaser without such
Purchaser’s written consent, other than the transactions contemplated by this Agreement) and agrees
that in connection with any BNP Role, BNP may take, or refrain from taking, any action that it, in
its discretion, deems appropriate, including, without limitation, in its role as agent for
Starbird, and the giving of notice to any Agent of a mandatory purchase (pursuant to a Funding
Agreement).



Section 14.14. Characterization.



(a) It is the intention of the parties hereto that each purchase hereunder shall constitute
and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable
Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as
specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made
without recourse to Seller; provided, however, that (i) Seller shall be liable to each of the
Purchasers and the Agents for all representations, warranties, covenants and indemnities made by
Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not
intended to result in an assumption by any of the Purchasers or the Agents or any assignee thereof
of any obligation of Seller or Originator or any other person arising in connection with the
Receivables or any other obligations of Seller or Originator.



(b) In addition to any ownership interest which the Administrative Agent may from time to time
acquire pursuant hereto, to secure the prompt and complete payment of the Aggregate Unpaids, Seller
hereby grants to the Administrative Agent for the ratable benefit of the Purchasers a valid and
perfected security interest in all of Seller’s right, title and interest, now existing or hereafter
arising, in (i) the Receivables, the Related Security and the Collections, (ii) the Facility
Account and the Servicer’s Concentration Account, (iii) Seller’s rights and remedies under the
Receivable Sale Agreement, and (iv) all proceeds of any thereof prior to all other liens on and
security interests therein. The Agents and the Purchasers shall have, in addition to the rights
and remedies that 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.



[The remainder of this page is blank intentionally]




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 RECEIVABLES, LLC



	 	 	 
	By:

	 	_/s/ J. Ryan VanWinkle—
	
 
	 	 
	Name:

Title:

Address:

	 	J. Ryan VanWinkle

Senior Vice President and Chief Financial Officer

One Liberty Plaza






	 	 	 
	 	 	Liberty, MO	 	 	64068
	 	 	Attention:	 	 	Cathy Brown
	 	 	Phone:	 	 	(816) 407-2403
	 	 	Fax:	 	 	(816) 792-6887
	FERRELLGAS, L.P.





By: Ferrellgas, Inc., its General Partner



	 	 	 
	By:

	 	_/s/ J. Ryan VanWinkle—
	
 
	 	 
	Name:

Title:

Address:

	 	J. Ryan VanWinkle

Senior Vice President and Chief Financial Officer

7500 College Blvd., Suite 1000






	 	 	 
	 	 	Overland Park, Kansas 66210	 
	 	 	Attention: James R. VanWinkle	 
	 	 	Phone:	 	 	(913) 661-1528
	 	 	Fax:	 	 	(913) 661-1537





WELLS FARGO BANK, N.A.,


Individually as Committed Purchaser and as Administrative Agent



	 	 	 
	By:

	 	/s/ Eero H. Maki—
	
 
	 	 
	Name:

Title:

	 	Eero H. Maki

Director
	Address:

	 	Wells Fargo Bank, N.A.






	 	 	 
	 	 	6 Concourse Parkway, Suite 1450	 	 
	 	 	Atlanta, GA 30328	 	 
	 	 	Attention:	Eero Maki	 
	 	 	Telephone:	(404) 732-0821	 
	 	 	Fax:	 	 	(404)	 	 	732-0801
	 	 	E-mail:	 	 	Eero.Maki@wellsfargo.com





STARBIRD FUNDING CORPORATION



	 	 	 
	By:
	 	/s/ Timothy O’Connor

	 	 	 

	Name:

Title:
	 	Timothy O’Connor

Vice-President

	Address:
	 	114 West 47th Street, Suite 2310

New York, NY 10036

Attention: Frank B. Bilotta

Telephone: 212-295-2777

Fax: 212-302-5151

Email: fbilotta@gssnyc.com







BNP PARIBAS, acting through its New York Branch



Individually as Committed Purchaser, as Starbird Group Agent and as Liquidity Bank



	 	 	 
	By:
	 	/s/ Sean Reddington

	 	 	 

	Name:

Title:
	 	Sean Reddington

Managing Director

	By:
	 	/s/ Philippe Mojon

	 	 	 

	Name:

Title:
	 	Philippe Mojon

Director

	Address:
	 	BNP Paribas, New York Branch

787 Seventh Avenue

New York, NY 10019

Attention: Doo-Sik Nam

Telephone: 212-471-8158

Fax: 212-841-2140

Email: doo-sik.nam@americas.bnpparibas.com







FIFTH THIRD BANK, individually as Committed Purchaser



	 	 	 
	By:
	 	/s/ Brian Gardner

	 	 	 

	Name:

Title:
	 	Brian Gardner

Vice President

	Address:
	 	Fifth Third Bank

Asset Securitization

38 Fountain Square Plaza

MD 109046

Cincinnati, OH  45263

Attention: Charissa Toole

Telephone: (513) 534-3799

Fax: (513) 534-0319

E-mail: Charissa.Toole@53.com

	 	 	 







2




EXHIBIT I

DEFINITIONS




As used in this Agreement:



(a) Capitalized terms used and not otherwise defined herein shall have the meanings attributed
thereto in the Receivable Sale Agreement (hereinafter defined); and



(b) The following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):



“Accrual Period” means each calendar month, provided that the initial Accrual Period hereunder
means the period from (and including) the date of the initial purchase hereunder to (and including)
the last day of the calendar month thereafter.



“Administrative Agent” has the meaning set forth in the preamble to this Agreement.



“Administrative Agent’s Fee” means the Administrative Agent’s annual fee set forth in the
Administrative Agent’s Fee Letter.



“Administrative Agent’s Fee Letter” means the letter agreement dated as of the date hereof
between Seller and the Administrative Agent, as the same may be amended, restated or otherwise
modified and in effect from time to time.



“Administrative Agent’s Account” means account no. 2070482789126, account name: Leverage
Finance – NC, at Wachovia Bank, National Association, ABA No. 053000219, Reference: Ferrellgas
Receivables, LLC, or any other account as the Administrative Agent may indicate from time to time.



“Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or
claim in, of or on any Person’s assets or properties in favor of any other Person.



“Affected Entity” means (i) any Committed Purchaser, (ii) any Funding Source, (iii) any agent,
administrator or manager of Starbird, or (iv) any bank holding company in respect of any of the
foregoing.



“Affected Liquidity Bank” has the meaning specified in Section 12.1(c).



“Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, such Person or any
Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling
Person owns 10% or more of any class of voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the management or policies of
the controlled Person, whether through ownership of stock, by contract or otherwise.



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



“Aggregate Capital” means, on any date of determination, the aggregate amount of Capital of
all Purchaser Interests outstanding on such date.



“Aggregate Reduction” has the meaning specified in Section 1.3.



“Aggregate Reserve Percentage” means, on any date of determination the sum of (a) the Yield
Reserve, (b) the Servicing Reserve and (c) the greater of (i) the Dynamic Reserve Percentage and
(ii) the Floor Reserve Percentage.



“Aggregate Unpaids” means, at any time, an amount equal to the sum of all accrued and unpaid
fees under the Fee Letters, CP Costs, Yield, Aggregate Capital and all other unpaid Recourse
Obligations (whether due or accrued) at such time.



“Agreement” means this Receivables Purchase Agreement dated as of April 6, 2010 among Seller,
Ferrellgas, the Purchasers and the Agents, as it may be amended, restated or otherwise modified and
in effect from time to time.



“Alternate Base Rate” means, on any date of determination, a floating rate per annum equal to
the sum of (a) the greater of (i) the Prime Rate, and (ii) the sum of the Federal Funds Effective
Rate plus 0.50%, plus (b) the Applicable Margin.



“Amortization Date” means the earliest to occur of (i) the day on which any of the conditions
precedent set forth in Section 6.2 are not satisfied, (ii) the Business Day immediately prior to
the occurrence of an Amortization Event set forth in Section 9.1(d)(ii), (iii) the Business Day
specified in a written notice from the Administrative Agent following the occurrence of any other
Amortization Event, and (iv) the date which is 5 Business Days after the Administrative Agent’s
receipt of written notice from Seller that it wishes to terminate the facility evidenced by this
Agreement.



“Amortization Event” has the meaning specified in Article IX.



“Applicable Margin” means the applicable percentage per annum set forth below determined by
reference to the Consolidated Leverage Ratio (as defined in the Credit Agreement) as set forth in
the most recent compliance certificate received by the Administrative Agent from the Servicer
pursuant to Section 7.2(b) (a “Servicer Compliance Certificate”):



	 	 	 	 	 	 	 	 	 
	Pricing Level	 	Consolidated Leverage Ratio	 	Applicable Margin
	 	1	 	 	< 3.0:1

	 	 	2.50	%
	 	 	 	 	 

	 	 	 	 
	 	2	 	 	>3.0:1 but <3.5:1

	 	 	2.65	%
	 	 	 	 	 

	 	 	 	 
	 	3	 	 	>3.5:1 but <4.0:1

	 	 	2.85	%
	 	 	 	 	 

	 	 	 	 
	 	4	 	 	>4.0:1

	 	 	3.00	%
	 	 	 	 	 

	 	 	 	 






Any increase or decrease in the Applicable Margin resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first day of the month immediately following
delivery of a Servicer Compliance Certificate pursuant to Section 7.2(b); provided,
however, that (a) each Applicable Margin specified in the table above shall increase by 200 basis
points at any time during which an Amortization Event exists and is continuing, (b) if a Servicer
Compliance Certificate is not delivered when due in accordance with such Section, then, upon the
request of the Required Committed Purchasers, Pricing Level 4 shall apply, in each case as of the
first Business Day after the date on which such Servicer Compliance Certificate was required to
have been delivered and in each case shall remain in effect until the date on which such Servicer
Compliance Certificate is delivered, and (c) in the event that the Consolidated Leverage Ratio
reflected in the most recent Servicer Compliance Certificate is shown to be inaccurate, and such
inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any
period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then
(i) the Servicer shall immediately deliver to the Agents a corrected Servicer Compliance
Certificate for such Applicable Period, (ii) the higher Applicable Margin shall apply for such
Applicable Period, and (iii) the Seller shall promptly pay to the Administrative Agent for the
benefit of the Purchasers the accrued additional Yield that would have been due and payable at such
time as a result of such increased Applicable Margin for such Applicable Period, which payment
shall be promptly applied by the Administrative Agent in accordance with this Agreement.



“Applicable Percentage” means (i) 0.50% per annum for April 2010, (ii) 0.75% per annum for any
other Accrual Period in which the weighted average Aggregate Capital was less than 50% of the
weighted average aggregate of the Commitments, and (iii) 0.50% per annum for any other Accrual
Period in which the weighted average Aggregate Capital was equal to or greater than 50%.



“Assignment Agreement” has the meaning set forth in Section 12.1(b).



“Base Dilution Reserve Percentage” means the product of (i) the average of the monthly
Dilution Ratios during the 12 most recent Measurement Periods and (ii) the Dilution Horizon Ratio.



“Blocked Account Agreement” means an agreement among the Servicer or the Seller, as
applicable, the Administrative Agent and Wells Fargo Bank, N.A. (or other applicable Collection
Bank) with respect to the Servicer’s Concentration Account, the Facility Account or such other
Collection Account as the Administrative Agent may specify, in form and substance reasonably
satisfactory to the parties thereto.



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



“Broken Funding Costs” means for any Purchaser Interest of Starbird which: (i) has its Capital
reduced without compliance by Seller with the notice requirements hereunder or (ii) does not become
subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is
assigned under a Funding Agreement or is terminated prior to the date on which it was originally
scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs that would have
accrued during the remainder of the tranche periods for Commercial Paper determined by the
applicable Starbird Group Agent to relate to such Purchaser Interest (as applicable) subsequent to
the date of such reduction, assignment or termination (or in respect of clause (ii) above, the date
such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Capital
of such Purchaser Interest if such reduction, assignment or termination had not occurred or such
Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of
such Capital is allocated to another Purchaser Interest, the amount of CP Costs or Yield actually
accrued during the remainder of such period on such Capital for the new Purchaser Interest, and (y)
to the extent such Capital is not allocated to another Purchaser Interest, the income, if any,
actually received during the remainder of such period by the holder of such Purchaser Interest from
investing the portion of such Capital not so allocated. In the event that the amount referred to
in clause (B) exceeds the amount referred to in clause (A), the relevant Purchaser or Purchasers
agree to pay to Seller the amount of such excess. All Broken Funding Costs shall be due and
payable hereunder upon demand.



“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, and, if the applicable Business Day relates to any computation or payment to be made with
respect to LMIR, any day on which dealings in dollar deposits are carried on in the London
interbank market.



“Capital” of any Purchaser Interest means, at any time, (A) the Purchase Price of such
Purchaser Interest, minus (B) the sum of the aggregate amount of Collections and other payments
received by the Administrative Agent which in each case are applied to reduce such Capital in
accordance with the terms and conditions of this Agreement; provided that such Capital shall be
restored (in accordance with Section 2.5) in the amount of any Collections or other payments so
received and applied if at any time the distribution of such Collections or payments are rescinded,
returned or refunded for any reason.



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



“Change of Control” means (a) a Change of Control under and as defined in the Credit
Agreement, or (b) Ferrellgas ceases to own 100% of the outstanding Equity Interests of Seller.



“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 9.1(d) (as if
references to Seller Party 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 Seller’s books as uncollectible, or (iv) which has been identified by Seller as
uncollectible.



“Charged-Off Trigger Ratio” means, as of any Cut-Off Date, the ratio (expressed as a
percentage) computed by dividing (x) the total amount of Receivables that became Charged-Off
Receivables during the Measurement Period ending on such Cut-Off Date, by (y) the aggregate
original Outstanding Balance of all Receivables originated during the sixth preceding Measurement
Periods.



“Co-Agent” has the meaning set forth in the preamble to this Agreement.



“Collection Account” means each account designated as a “Secondary Collection Account” on
Schedule C hereto and each other concentration account, depositary account, lock-box account or
similar account (other than the Originator’s Account) in which any Collections are collected or
deposited.



“Collection Bank” means any bank at which a Collection Account is maintained.



“Collection Notice” means a notice in the form attached to a Blocked Account Agreement from
the Administrative Agent to the Collection Bank party thereto terminating the Servicer’s or
Seller’s authority to make withdrawals from each Collection Account subject thereto.



“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.



“Commercial Paper” means promissory notes of Starbird issued by Starbird in the commercial
paper market.



“Commingling Risk Reserve Percentage” means 10%, provided that the Administrative Agent may
increase this percentage to 15% if the Collections paid to any Lock-Box or Collection Account that
is not swept daily to the Servicer’s Concentration Account or otherwise subject to the
Administrative Agent’s control (as defined in the UCC) are less than 45% of total Collections in
any Measurement Period.



“Commitment” means for each Committed Purchaser, its commitment to purchase Purchaser
Interests from Seller in the aggregate amount set forth on Schedule A hereto, as the same may be
updated from time to time pursuant to Section 1.1(b).



“Commitment Availability” mean, as to each Purchaser Group, at any time the positive
difference (if any) between (a) the aggregate amount of the Commitments at such time of the members
of such Purchaser Group, minus (b) such Purchaser Group’s Capital outstanding at such time.



“Committed Purchaser Interest” means a Purchaser Interest of a Committed Purchaser.



“Committed Purchaser Percentage” means, on any date of determination for each Committed
Purchaser, the ratio (expressed as a percentage) of its Commitment to the total of all Committed
Purchasers’ Commitments.



“Committed Purchaser Assignment Agreement” has the meaning set forth in Section 12.1(d).



“Committed Purchasers” means Wells, Fifth Third and each of the Liquidity Banks.



“Concentration Percentage” means 15%.



“CP Costs” means, for each day, the sum of (i) discount or yield accrued on Pooled Commercial
Paper of Starbird on such day, plus (ii) any and all accrued commissions in respect of placement
agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of any
Pooled Commercial Paper of Starbird for such day, plus (iii) other costs associated with funding
small or odd-lot amounts with respect to all receivable purchase facilities which are funded by
Pooled Commercial Paper for Starbird for such day, minus (iv) any accrual of income net of expenses
received on such day from investment of collections received under all receivable purchase
facilities funded substantially with Pooled Commercial Paper of Starbird, minus (v) any payment
received on such day net of expenses in respect of Broken Funding Costs related to the prepayment
of any Purchaser Interest of Starbird pursuant to the terms of any receivable purchase facilities
funded substantially with Pooled Commercial Paper, plus (vi) the Applicable Margin. In addition to
the foregoing costs, if Seller shall request any Incremental Purchase by Starbird during any period
of time determined by Starbird in its sole discretion to result in incrementally higher CP Costs
applicable to such Incremental Purchase, the Capital associated with any such Incremental Purchase
shall, during such period, be deemed to be funded by Starbird in a special pool (which may include
capital associated with other receivable purchase facilities) for purposes of determining such
additional CP Costs applicable only to such special pool and charged each day during such period
against such Capital.



“Credit Agreement” means that certain Credit Agreement, dated as of November 2, 2009, by and
among Ferrellgas, the General Partner, each lender from time to time party thereto and Bank of
America, N.A. as administrative agent, as in effect on the date of this Agreement and as hereafter
amended, restated or otherwise modified from time to time with the consent of the Agents hereunder,
regardless of whether the same remains in effect.



“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 to
the Receivable Sale Agreement, as modified from time to time in accordance with this Agreement.



“Cut-Off Date” means the last day of each Measurement Period.



“Days Sales Outstanding”  means, as of any day, an amount equal to the product of (1) 91,
multiplied by (a) the amount obtained by dividing (i) the aggregate outstanding balance of
Receivables as of the most recent Measurement Period, by (ii) the aggregate amount of Receivables
created during the three (3) Measurement Periods including and immediately preceding the current
Measurement Period.



“Deemed Collections” means Collections deemed to be received by the Originator in accordance
with Section 1.3 of the Receivable Sale Agreement. Deemed Collections shall constitute Collections
required to be remitted pursuant to Sections 2.2 and 2.3 of this Agreement when and as they are
deemed to arise under the Receivables Sale Agreement.



“Default Ratio” means, for any Measurement Period, a ratio (expressed as a percentage) equal
to (a) the sum of (i) the aggregate Outstanding Balance of all Receivables as to which any payment
or part thereof remains unpaid for more than 90 but less than 121 days after the original due date
for such payment and (ii) the aggregate Outstanding Balance of all Receivables that were less than
90 days past due that became Charged-Off Receivables during such Measurement Period, divided by (b)
the aggregate Original Balance of all Receivables originated during the fourth preceding
Measurement Period.



“Defaulted Receivable” means a Receivable as to which any payment, or part thereof, remains
unpaid for more than 61 days from the original due date for such payment.



“Delinquency Trigger Event” means, as of the last day of any Measurement Period, the
Delinquency Trigger Ratio for such Measurement Period exceeds (A) 11% for each Measurement Period
ending in May through and including October of any year, or (B) 9.1% for each Measurement Period
ending in November through and including April of any year.



“Delinquency Trigger Ratio” means, as of any Cut-Off Date, the ratio (expressed as a
percentage) computed by dividing (i) the aggregate Outstanding Balance of all Receivables that are
Delinquent Receivables as of such Cut-Off Date, by (ii) the aggregate Outstanding Balance of all
Receivables as of such Cut-Off Date.



“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains
unpaid for 31-60 days from the original due date for such payment.



“Dilution Horizon Ratio” means, as of any date of determination, a fraction (expressed as a
percentage), the numerator of which equals the aggregate sales generating Receivables originated
during the most recently ended Measurement Period (including, without limitation, all invoices,
debit memos and Finance Charges), and the denominator of which equals the Net Receivables Balance
as of the last day of the most recently ended Measurement Period, or, in each case, a longer period
if it is determined during the most recently completed field examination that the average lag
between the issuance of credit memoranda and the date of the related invoice is longer than 30
days.



“Dilution Ratio” means, for any Measurement Period, a percentage equal to (i) the aggregate
amount of Dilutions which occurred during such Measurement Period divided by (ii) the aggregate
sales generating Receivables originated during the preceding Measurement Period.



“Dilution Reserve” means, on any date, an amount equal to (i) the Dilution Reserve Percentage
multiplied by (ii) the Net Receivables Balance as of such date.



“Dilution Reserve Percentage” means, as of any date of determination, a percentage calculated
in accordance with the following formula:



[(SF x ED) + [(DS — ED) x (DS/ED)]] x DHR



where:



	 	 	 	 	 
	SF

	 	=
	 	2.25;
	ED

	 	=
	 	The average of the monthly Dilution Ratios occurring during the 12

most recent Measurement Periods;
	DS

	 	=
	 	The highest three-month rolling average of the Dilution Ratios

occurring during the 12 most recent Measurement Periods; and
	DHR

	 	=
	 	The Dilution Horizon Ratio at such time.






“Dilutions” means, at any time, the aggregate amount of reductions or cancellations described
in clause (i) of the definition of “Deemed Collections”.



“Discount Rate” means, if available, LMIR (otherwise, the Alternate Base Rate).



“Dynamic Reserve Percentage” means on any date of determination, the sum of the Loss Reserve
Percentage and the Dilution Reserve Percentage.



“Eligible Receivable” means, at any time, a Receivable:



(i) the Obligor of which (a) if a natural person, is a resident of the United States or, if a
corporation or other business organization, is organized under the laws of the United States or any
political subdivision thereof and has its chief executive office in the United States; (b) is not
an Affiliate of any of the parties hereto; and (c) is not a Governmental Authority against which
claims may only be assigned in compliance with the Federal Assignment of Claims Act or similar
legislation (each such Receivable, the Obligor of which is a Governmental Authority against which
claims may only be assigned in compliance with the Federal Assignment of Claims Act or similar
legislation, being a “Government Receivable”), except that a portion of Government Receivables not
to exceed 2% of the aggregate Outstanding Balance of all Receivables may be included as “Eligible
Receivables”,



(ii) the Obligor of which is not the Obligor on Defaulted Receivables, the aggregate
Outstanding Balance of which exceeds 50% of such Obligor’s total Receivables,



(iii) which is not, on any date of determination, a Defaulted Receivable, a Charged-Off
Receivable, or, if a Delinquency Trigger Event has occurred, a Delinquent Receivable,



(iv) which by its terms is due and payable within 30 days of the original billing date
therefore and has not had its payment terms extended, provided that Receivables due and payable
between 31 and 90 days of the original billing date in an aggregate amount not to exceed 10% of
total Receivables may be included in Eligible Receivables,



(v) which is an “account” within the meaning of Article 9 of the UCC of all applicable
jurisdictions,



(vi) which is denominated and payable only in United States dollars in the United States,



(vii) which arises under an invoice, which, together with such Receivable, is in full force
and effect and constitutes the legal, valid and binding obligation of the related Obligor
enforceable against such Obligor in accordance with its terms subject to no offset, counterclaim or
other defense,



(viii) which arises under an invoice which (A) does not require the Obligor under such invoice
to consent to the transfer, sale or assignment of the rights and duties of Originator or any of its
assignees under such invoice and (B) does not contain a confidentiality provision that purports to
restrict the ability of the Administrative Agent to exercise its rights, on behalf of the
Purchasers, under the Transaction Documents, including, without limitation, its right to review
such invoice,



(ix) which arises under an invoice that contains an obligation to pay a specified sum of
money, contingent only upon the sale of propane or the provision of services by Originator,



(x) which, together with the invoice related thereto, does not contravene any law, rule or
regulation applicable thereto (including, without limitation, any law, rule and regulation relating
to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair
debt collection practices and privacy) and with respect to which no part of the invoice related
thereto is in violation of any such law, rule or regulation,



(xi) which satisfies all material requirements of the Credit and Collection Policy,



(xii) which was generated in the ordinary course of Originator’s business,



(xiii) which arises solely from the sale of propane or the provision of services to the
related Obligor by Originator, and not by any other Person (in whole or in part),



(xiv) as to which the Administrative Agent has not notified Seller that the Administrative
Agent has determined, in the exercise of its commercially reasonable credit judgment, that such
Receivable or class of Receivables is not acceptable as an Eligible Receivable,



(xv) which is not subject to any right of rescission, set-off, counterclaim, any other defense
(including defenses arising out of violations of usury laws) of the applicable Obligor against
Originator or any other Adverse Claim, and the Obligor thereon holds no right as against Originator
to cause Originator to repurchase the propane the sale of which shall have given rise to such
Receivable (except with respect to sale discounts effected pursuant to the invoice, or defective
goods returned in accordance with the terms of the invoice),



(xvi) as to which Originator has satisfied and fully performed all obligations on its part
with respect to such Receivable required to be fulfilled by it, and no further action is required
to be performed by any Person with respect thereto other than payment thereon by the applicable
Obligor,



(xvii) in which Seller’s ownership interest therein is free and clear of any Adverse Claim
other than a first priority perfected security interest in favor of the Administrative Agent, and



(xviii) which is reported on PeopleSoft.



Notwithstanding the foregoing, Receivables associated with the “level-pay program" shall be
Eligible Receivables to the extent that the aggregate amount of such Receivables does not exceed
20% of total Receivables. For the avoidance of doubt, Receivables associated with the “level-pay
program” shall be counted towards the percentage in the preceding sentence and shall be Eligible
Receivables only if the account balance of the Obligor participating in the level-pay program is a
debit.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.



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



“Facility Account” means the account in the name of the Seller at Wells Fargo Bank in Dallas,
Texas designated on Schedule C hereof as the “Facility Account” or such other account designated in
writing by the Seller or the Servicer and the Administrative Agent as being the “Facility Account.”



“Facility Termination Date” means the earlier of (i) the Liquidity Termination Date, (ii) the
Amortization Date and (iii) August 2, 2012, if, by August 2, 2012, the term “Maturity Date” (as
defined in the Credit Agreement) has not been amended to cause the Credit Agreement to mature on a
date occurring after the Liquidity Termination Date, which amendment shall not be on terms having a
material adverse effect on the rights of the Agents and the Purchasers. For avoidance of doubt,
amendments to the Credit Agreement extending the Maturity Date beyond the Liquidity Termination
Date shall not require the consent of Agents.



“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as
amended and any successor statute thereto.



“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.



“Fee Letter” means each of the Administrative Agent’s Fee Letter and the Purchasers’ Fee
Letter.



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



“Fifth Third” has the meaning set forth in the preamble to this Agreement.



“Floor Reserve Percentage” means the sum of the Concentration Percentage, the Base Dilution
Reserve Percentage and the Commingling Risk Reserve Percentage.



“Funding Agreement” means any agreement or instrument executed by any Funding Source with or
for the benefit of Starbird.



“Funding Source” means with respect to Starbird (i) any Liquidity Bank or (ii) any insurance
company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase
support or facilities to Starbird.



“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.



“Group Purchase Limit” means, for each Purchaser Group, (a) in the case of Starbird Group, the
sum of the Commitments of the Liquidity Banks in such Purchaser Group, and (b) in the case of any
other Purchaser Group, the applicable Committed Purchaser’s Commitment.



“Growth Related Capital Expenditures” means, with respect to any Person, all capital
expenditures by such Person made to improve or enhance the existing capital assets or to increase
the customer base of such Person or to acquire or construct new capital assets (but excluding
capital expenditures made to maintain, up to the level thereof that existed at the time of such
expenditure, the operating capacity of the capital assets of such Person as such assets existed at
the time of such expenditure).



“Guaranty Obligation” means, as to any Person, any direct or indirect liability of that
Person, whether or not contingent, with or without recourse, with respect to any Indebtedness,
lease, dividend, distribution, letter of credit or other obligation (the “primary obligations”) of
another Person (the “primary obligor”), including any obligation of that Person (i) to purchase,
repurchase or otherwise acquire such primary obligations or any security therefor, (ii) to advance
or provide funds for the payment or discharge of any such primary obligation, or to maintain
working capital or equity capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet item, level of income or financial condition of the primary obligor,
(iii) to purchase property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make payment of such
primary obligation, or (iv) otherwise to assure or hold harmless the holder of any such primary
obligation against loss in respect thereof. The amount of any Guaranty Obligation shall be deemed
equal to the stated or determinable amount of the primary obligation in respect of which such
Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonably
anticipated liability in respect thereof.



“Hedging Obligations” means, with respect to any Person, the obligations of such Person under
(a) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements
and (b) other agreements or arrangements designed to protect such Person against fluctuations in
interest rates.



“Indebtedness” of any Person means, without duplication: (a) all indebtedness for borrowed
money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of property
or services (other than trade payables entered into in the ordinary course of business on ordinary
terms); (c) all non-contingent reimbursement or payment obligations with respect to Surety
Instruments; (d) all obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the acquisition of property, assets
or businesses; (e) all indebtedness created or arising under any conditional sale or other title
retention agreement, or incurred as financing, in either case with respect to property acquired by
the Person (even though the rights and remedies of the seller or bank under such agreement in the
event of default are limited to repossession or sale of such property); (f) all Capital Lease
Obligations; (g) all Hedging Obligations; (h) all obligations in respect of Accounts Receivable
Securitizations (as defined in the Credit Agreement); (i) all indebtedness referred to in clauses
(a) through (h) above secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Adverse Claim upon or in property (including
accounts and contracts rights) owned by such Person, even though such Person has not assumed or
become liable for the payment of such Indebtedness; and (j) all Guaranty Obligations in respect of
indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above;
provided, however, that “Indebtedness” shall not include Synthetic Lease Obligations.



“Incremental Purchase” means a purchase of one or more Purchaser Interests which increases the
total outstanding Aggregate Capital hereunder.



“Independent Director” means a member of the Board of Directors of Seller who (i) shall not
have been at the time of such Person’s appointment or at any time during the preceding five years,
and shall not be as long as such Person is a director of the Seller, (A) a director, officer,
employee, partner, shareholder, member, manager or Affiliate of any of the following Persons
(collectively, the “Independent Parties”): the Servicer, the Originator, the General Partner or
any of their respective Subsidiaries or Affiliates (other than the Seller), (B) a supplier to any
of the Independent Parties or the Seller, (C) a Person controlling or under common control with any
partner, shareholder, member, manager, Affiliate or supplier of any of the Independent Parties or
the Seller, or (D) a member of the immediate family of any director, officer, employee, partner,
shareholder, member, manager, Affiliate or supplier of any of the Independent Parties or the
Seller; (ii) has prior experience as an independent director for a corporation or limited liability
company whose charter documents required the unanimous consent of all independent directors thereof
before such corporation or limited liability company could consent to the institution of bankruptcy
or insolvency proceedings against it or could file a petition seeking relief under any applicable
federal or state law relating to bankruptcy and (iii) has at least three years of experience with
one or more entities that provide, in the ordinary course of their respective businesses, advisory,
management or placement services to issuers of securitization or structured finance transactions,
instruments, agreements or securities. Notwithstanding the foregoing, the term “Independent
Director” includes Benjamin Abedine, who is the independent director of Seller as of the date of
this Agreement.



“Interim Report” means a report in substantially the form of Exhibit VII hereto (appropriately
completed), furnished by the Servicer to the Agents pursuant to Section 8.5(b).



“Interim Reporting Date” means (a) the third Business Day of each calendar week, and (b) each
Business Day following not less than three Business Days’ prior written notice from the
Administrative Agent that it desires daily reporting.



“Letter of Credit” has the meaning provided in the Credit Agreement.



“Liquidity Bank” means BNP and its permitted assigns.



“Liquidity Termination Date” means April 4, 2013.



“LMIR” means, for any day, the sum of (a) the three-month “Eurodollar Rate” for U.S. dollar
deposits as reported on the Reuters Screen LIBOR01 Page (or such other page as may replace Reuters
Screen LIBOR01 Page), plus (b) the Applicable Margin.



“Loan” has the meaning provided in the Credit Agreement.



“Lock-Box” means each locked postal box with respect to which a bank has been granted
exclusive access for the purpose of retrieving and processing payments made on the Receivables.



“Loss Horizon Ratio” means, as of any date of determination, a fraction (expressed as a
percentage), the numerator of which equals the aggregate sales generating Receivables originated
during the immediately preceding three Measurement Periods (including, without limitation, all
invoices, debit memos and Finance Charges), and the denominator of which equals the Net Receivables
Balance as of the last day of the most recently ended Measurement Period.



“Loss Reserve” means, on any date, an amount equal to the Loss Reserve Percentage as of such
date multiplied by the Net Receivables Balance as of the close of business on such date.



“Loss Reserve Percentage” means at any time a percentage calculated in accordance with the
following formula:



SF x LHR x LR




Where:



	 	 	 	 	 
	SF

	 	=
	 	2.25;
	LHR

	 	=
	 	The Loss Horizon Ratio; and
	LR

	 	=
	 	The highest three-month rolling average of the Default Ratio

occurring during the 12 most recent Measurement Periods.






“Material Adverse Effect” means a material adverse effect on (i) the financial condition or
operations of any Seller Party and its Subsidiaries, (ii) the ability of any Seller Party to
perform its obligations under this Agreement, (iii) the legality, validity or enforceability of
this Agreement or any other Transaction Document, (iv) any Purchaser’s interest in the Receivables
generally or in any significant portion of the Receivables, the Related Security or the Collections
with respect thereto, or (v) the collectability of the Receivables generally or of any material
portion of the Receivables.



“Measurement Period” means a calendar month.



“Monthly Payment Date” means the fifth day of each calendar month or, if such day is not a
Business Day, the next succeeding Business Day.



“Monthly Report” means a report, in substantially the form of Exhibit VI hereto (appropriately
completed), furnished by the Servicer to the Agents pursuant to Section 8.5(a).



“Monthly Reporting Date” has the meaning set forth in Section 8.5(a).



“Net Receivables Balance” means, at any time, the aggregate Outstanding Balance of all
Eligible Receivables at such time, reduced by the aggregate amount (without double-counting) by
which the Outstanding Balance of all Eligible Receivables of any one Obligor exceeds 3.25% of the
Outstanding Balance of all Eligible Receivables.



“Originator” means Ferrellgas, in its capacity as seller under the Receivable Sale Agreement.



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



“Participant” has the meaning set forth in Section 12.2(a).



“Percentage” means, for each Purchaser Group, the ratio of the aggregate amount of the
Commitments of the Committed Purchasers in such Purchaser Group to the Aggregate Commitments of all
Committed Purchasers in both Purchaser Groups.



“Person” means an individual, partnership, corporation (including a business trust), limited
liability company, joint stock company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency thereof.



“Pooled Commercial Paper” means Commercial Paper notes of Starbird subject to any particular
pooling arrangement by Starbird, but excluding Commercial Paper issued by Starbird for a tenor and
in an amount specifically requested by any Person in connection with any agreement effected by
Starbird.



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



“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to
time by Wells or its parent (which is not necessarily the lowest rate charged to any customer),
changing when and as said prime rate changes.



“Pro Rata Share” means, for each Liquidity Bank, a percentage equal to (a) the Commitment of
such Liquidity Bank divided by (b) the aggregate amount of all Commitments of all Liquidity Banks
hereunder, adjusted as necessary to give effect to the application of the terms of the applicable
Funding Agreement or any assignments pursuant to Article XII.



“Proposed Reduction Date” has the meaning set forth in Section 1.3.



“Purchase Limit” means, on any date of determination, an amount equal to the sum of the
Commitments set forth on Schedule A hereto, as the same may be updated from time to time pursuant
to Section 1.1(b).



“Purchase Notice” has the meaning set forth in Section 1.2.



“Purchase Price” means, with respect to any Incremental Purchase of a Purchaser Interest, the
amount paid to Seller for such Purchaser Interest which shall not exceed the least of (a) the
amount requested by Seller in the applicable Purchase Notice, (b) the unused portion of the
Purchase Limit on the applicable purchase date and (c) the excess, if any, of (i) the Net
Receivables Balance less the Required Reserves on the applicable purchase date over (ii) the
aggregate outstanding amount of Aggregate Capital determined as of the date of the most recent
Monthly Report or Interim Report, as applicable, taking into account such proposed Incremental
Purchase.



“Purchaser” means any Committed Purchaser or Starbird.



“Purchaser Group” means each of (a) Wells, (b) Fifth Third, and (c) the Starbird Group.



“Purchaser Interest” means, at any time, for any Purchaser Group, an undivided percentage
ownership interest associated with a designated amount of Capital selected pursuant to the terms
and conditions hereof in (i) each Receivable arising prior to the time of the most recent
computation or recomputation of such undivided interest, (ii) all Related Security with respect to
each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such
Receivable. Such undivided percentage interest shall equal:



	 
	C

	 

	NRB — RR







where:



	 	 	 	 	 
	C

	 	=
	 	the Capital of such Purchaser Interest;
	NRB

	 	=
	 	the Net Receivables Balance; and
	RR

	 	=
	 	the Required Reserve;






provided, however, that from and after the Facility Termination Date, the Purchaser Interest shall
equal 100%.



“Purchasers’ Fee Letter” means the letter agreement dated as of the date hereof between
Seller, the Administrative Agent and each other Committed Purchaser, as the same may be amended,
restated or otherwise modified and in effect from time to time.



“Purchasing Committed Purchaser” has the meaning set forth in Section 12.1(d).



“Purchasing Liquidity Bank” has the meaning set forth in Section 12.1(b).



“Receivable Sale Agreement” means that certain Receivable Sale Agreement, dated as of April 6,
2010, between Originator and Seller, as the same may be amended, restated or otherwise modified
from time to time.



“Recourse Obligations” shall have the meaning set forth in Section 2.1.



“Reduction Notice” has the meaning set forth in Section 1.3.



“Regulatory Change” has the meaning set forth in Section 10.2(a).



“Reinvestment” has the meaning set forth in Section 2.2.



“Related Security” means, in respect of the Receivables: (i) all Records, (ii) all of Seller’s
rights and remedies under the Receivable Sale Agreement, and (iii) all proceeds of the Receivables
and of the foregoing.



“Required Committed Purchasers” means, at any time, Committed Purchasers with Commitments in
excess of 66-2/3% of the Purchase Limit.



“Required Notice Period” means two (2) Business Days.



“Required Reserve” means, on any date of determination, the product of the Aggregate Reserve
Percentage times the Net Receivables Balance.



“Responsible Officer” means the chief executive officer, the president, the chief financial
officer, vice president accounting and 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 Seller.



“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect,
on account of any shares of any class of capital stock of Seller now or hereafter outstanding,
except a dividend payable solely in shares of that class of stock or in any junior class of stock
of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of capital stock of Seller
now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or
interest, fees or other charges on or with respect to, and any redemption, purchase, retirement,
defeasance, sinking fund or similar payment and any claim for rescission with respect to the
Subordinated Loans (as defined in the Receivable Sale Agreement), (iv) any payment made to redeem,
purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of capital stock of Seller now or hereafter
outstanding, and (v) any payment of management fees by Seller (except for reasonable management
fees to the Originator or its Affiliates in reimbursement of actual management services performed).



“Restricted Subsidiaries” has the meaning set forth in the Credit Agreement.



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



“Seller Parties” has the meaning set forth in the preamble to this Agreement.



“Selling Purchaser” has the meaning set forth in Section 12.1(d).



“Servicer” means at any time the Person (which may be an Agent) then authorized pursuant to
Article VIII to service, administer and collect Receivables.



“Servicer Compliance Certificate” has the meaning set forth in the definition of “Applicable
Margin”.



“Servicer’s Concentration Account” has the meaning set forth in the Receivable Sale Agreement.



“Servicing Reserve”  means, for any Measurement Period, the product (expressed as a
percentage) of (1) 1% (or such higher percentage as may be reported as the rate for the Servicing
Fee in the immediately preceding Measurement Period on any Monthly Report), times (2) a
fraction, the numerator of which is the highest Days Sales Outstanding for the most recent twelve
(12) Measurement Periods and the denominator of which is 360.



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



“Starbird Group” has the meaning set forth in the preamble to this Agreement.



“Starbird Group Agent” has the meaning specified in the preamble to this Agreement.



“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities
having ordinary voting power of which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture
or similar business organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled. Unless otherwise expressly provided,
all references herein to a “Subsidiary” means a Subsidiary of Seller.



“Surety Instruments” means all letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments.



“Synthetic Lease” means each arrangement, however described, under which the obligor accounts
for its interest in the property covered thereby under GAAP as lessee of a lease which is not a
capital lease under GAAP and accounts for its interest in the property covered thereby for Federal
income tax purposes as the owner.



“Synthetic Lease Interest Component” means, with respect to any Person for any period, the
portion of rent paid or payable (without duplication) for such period under Synthetic Leases of
such Person that would be treated as interest in accordance with Financial Accounting Standards
Board Statement No. 13 if such Synthetic Leases were treated as capital leases under GAAP.



“Synthetic Lease Obligation” means, as to any Person with respect to any Synthetic Lease at
any time of determination, the amount of the liability of such Person in respect of such Synthetic
Lease that would (if such lease was required to be classified and accounted for as a capital lease
on a balance sheet of such Person in accordance with GAAP) be required to be capitalized on the
balance sheet of such Person at such time.



“Transaction Documents” means, collectively, this Agreement, each Purchase Notice, the
Receivable Sale Agreement, the Fee Letters, the Subordinated Note (as defined in the Receivable
Sale Agreement) and all other instruments, documents and agreements executed and delivered in
connection herewith.



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



“Unrestricted Subsidiary” means any Subsidiary which is not a Restricted Subsidiary.



“Unused Fee” means, on each Monthly Payment Date, a fully-earned and non-refundable fee
payable by the Seller to the Administrative Agent, for the ratable account of the Purchaser Groups,
equal to the Applicable Percentage for the second to last Accrual Period immediately preceding such
Monthly Payment Date multiplied by the average daily excess, if any, during such Accrual Period of
(i) the aggregate Commitments over (ii) the Aggregate Capital outstanding.



“Yield” means for each Accrual Period (or portion thereof) relating to a Committed Purchaser
Interest, an amount equal to the product of the applicable Discount Rate for such Committed
Purchaser Interest multiplied by the Capital of such Committed Purchaser Interest for each day
elapsed during such period, annualized on a 360-day basis in the case of Yield computed on the
basis of LMIR and on a 365- (or, when appropriate, 366-) day basis in all other cases.



“Yield Reserve”  means, for any Measurement Period, the product (expressed as a percentage) of
(1) 1.5 times (2) the Alternate Base Rate as of the immediately preceding Cut-Off Date
times (3) a fraction the numerator of which is the highest Days Sales Outstanding for the
most recent twelve (12) Measurement Periods and the denominator of which is 360.



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.



3



EXHIBIT II-A

FORM OF PURCHASE NOTICE

[Date]




	 	 	 
	Wells Fargo Bank, N.A., as Administrative Agent

	6 Concourse Parkway, Suite 1450

	Atlanta, GA 30328

Attention:

	 	

Eero Maki






	 	 	 
	Fifth Third Bank

	Asset Securitization

	38 Fountain Square Plaza

	MD 109046

	 	

	Cincinnati, OH  45263

	Attention:

	 	Charissa Toole






	 	 	 
	BNP Paribas, New York Branch

	787 Seventh Avenue

	New York, NY 10019

	Attention:

	 	Doo-Sik Nam
	
 
	 	Re: PURCHASE NOTICE






Ladies and Gentlemen:



Reference is hereby made to the Receivables Purchase Agreement, dated as of April 6, 2010, by
and among Ferrellgas Receivables, LLC, a Delaware limited liability company (“Seller”), Ferrellgas,
L.P., a Delaware limited partnership, as Servicer, the purchasers and agents from time to time
party thereto, and Wells Fargo Bank, N.A., as Administrative Agent (the “Agreement”). Capitalized
terms used herein shall have the meanings assigned to such terms in the Agreement.



Each of the Agents is hereby notified of the following Incremental Purchase:



	 	 	 
	Purchase Price:

	 	$     
	Purchase Price for Wells:

	 	     %: $     
	Purchase Price for Fifth Third:

	 	     %: $     
	Purchase Price for the Starbird Group:

	 	     %: $     
	Date of Purchase:

	 	     






4




	 	 	 
	Requested Rate:
	 	For each Committed Purchaser LMIR, if available; otherwise,

the Alternate Base Rate.

For Starbird, its Pooled Commercial Paper rate.







Please credit the Purchase Price in immediately available funds to our Facility Account and
then wire-transfer the Purchase Price in immediately available funds on the above-specified date of
purchase to:




[Account Name]


[Account No.]


[Bank Name & Address]


[ABA #]


Reference:


Telephone advice to: [Name] @ tel. no. ( )       



[Please advise [Name] at telephone no. ( )        if Starbird Purchaser shall
not be making this purchase on behalf of the Starbird Group.]



In connection with the Incremental Purchase to be made on the above listed “Date of Purchase”
(the “Purchase Date”), the Seller hereby certifies that the following statements are true on the
date hereof, and will be true on the Purchase Date (before and after giving effect to the proposed
Incremental Purchase):



(i) the representations and warranties of the Seller set forth in Section 5.1 of the Agreement
are true and correct in all material respects on and as of the Purchase Date as though made on and
as of such date;



(ii) no event has occurred and is continuing, or would result from the proposed Incremental
Purchase, that will constitute an Amortization Event or a Potential Amortization Event;



(iii) the Facility Termination Date has not occurred, the Aggregate Capital does not exceed
the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%; and



(iv) the amount of Aggregate Capital is $      after giving effect to the Incremental
Purchase to be made on the Purchase Date.




Very truly yours,




FERRELLGAS RECEIVABLES, LLC




By:

Name:

Title:




5



EXHIBIT II-B




FORM OF REDUCTION NOTICE

[Date]




	 	 	 
	Wells Fargo Bank, N.A., as Administrative Agent

	6 Concourse Parkway, Suite 1450

	Atlanta, GA 30328

Attention:

	 	

Eero Maki






	 	 	 
	Fifth Third Bank

	Asset Securitization

	38 Fountain Square Plaza

	MD 109046

	 	

	Cincinnati, OH  45263

	Attention:

	 	Charissa Toole






	 	 	 
	BNP Paribas, New York Branch

	787 Seventh Avenue

	New York, NY 10019

	Attention:

	 	Doo-Sik Nam
	
 
	 	Re: REDUCTION NOTICE






Ladies and Gentlemen:



Reference is hereby made to the Receivables Purchase Agreement, dated as of April 6, 2010, by
and among Ferrellgas Receivables, LLC, a Delaware limited liability company (“Seller”), Ferrellgas,
L.P., a Delaware limited partnership, as Servicer, the purchasers and agents from time to time
party thereto, and Wells Fargo Bank, N.A., as Administrative Agent (the “Agreement”). Capitalized
terms used herein shall have the meanings assigned to such terms in the Agreement. Each of the
Agents is hereby notified of the following Aggregate Reduction:



	 	 	 
	Aggregate Reduction:

	 	$     
	Wells’s Percentage:

	 	     %: $     
	Fifth Third’s Percentage:

	 	     %: $     
	Starbird Group’s Percentage:

	 	     %: $     
	Aggregate Capital after giving effect to the

Aggregate Reduction:

	 	$     



	Reduction Date (which shall give effect to the

Required Notice Period):

	 	     









6





Very truly yours,




FERRELLGAS RECEIVABLES, LLC




By:

Name:

Title:




7



EXHIBIT III




PRINCIPAL PLACES OF BUSINESS AND CHIEF EXECUTIVE OFFICES OF THE

SELLER PARTIES; LOCATIONS OF RECORDS; FEDERAL EMPLOYER

IDENTIFICATION NUMBERS




	 	 	 
	Places of Business:

	 	

	Seller:

One Liberty Plaza

	 	Principal Place of Business and Chief Executive Office



	Liberty, Missouri, 64068

	Servicer:

	 	Principal Place of Business and Chief Executive Office






	 	 	 
	7500 College Blvd., Suite 1000

	Overland Park, Kansas 66210

	Locations of Records:

	 	

	Seller:

Servicer:

	 	Seller’s and Servicer’s addresses above

Seller’s and Servicer’s addresses above
	Federal Employer Identification Numbers:

	Seller:

Servicer:

	 	43-1698481

43-1698481






8




EXHIBIT IV

FORM OF COMPLIANCE CERTIFICATE




To: The Agents



This Compliance Certificate is furnished pursuant to that certain Receivables Purchase
Agreement, dated as of April 6, 2010, by and among Ferrellgas Receivables, LLC, a Delaware limited
liability company (“Seller”), Ferrellgas, L.P., a Delaware limited partnership, as Servicer
(“Servicer”), the purchasers and agents from time to time party thereto, and Wells Fargo Bank,
N.A., as Administrative Agent (the “Agreement”). Capitalized terms used herein shall have the
meanings assigned to such terms in the Agreement.



THE UNDERSIGNED HEREBY CERTIFIES THAT:



1. I am the duly elected        of [Seller/Servicer].



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 [Seller/Servicer 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 an Amortization Event or Potential
Amortization Event, as each such term is defined under the Agreement, 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 in paragraph 5 below.



4. Schedule I attached hereto sets forth financial data and computations evidencing the
compliance with certain covenants of the Agreement, all of which data and computations are true,
complete and correct.



5. 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
[Seller/Servicer] 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       ,       .



By:      

Name:

Title:




9



SCHEDULE I TO COMPLIANCE CERTIFICATE




A. Schedule of Compliance as of [Date] with Sections 9.1[(f) and (k)]1
[(m)-(o)]2 of the Agreement. Unless otherwise defined herein, the terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.



This schedule relates to the month ended:       




	1	 	For Seller






	2	 	For Servicer




10









EXHIBIT V

[Intentionally Deleted]EXHIBIT VI

FORM OF MONTHLY REPORT









11






EXHIBIT VII

FORM OF INTERIM REPORT







12






SCHEDULE A

COMMITMENTS

As of April 6, 2010




	 	 	 	 	 
	Committed Purchaser	 	Commitment
	Wells Fargo Bank, N.A.
	 	$	85,000,000	 
	Fifth Third Bank
	 	$	30,000,000	 
	BNP Paribas
	 	$	30,000,000	 






13




SCHEDULE B

DOCUMENTS TO BE DELIVERED TO THE ADMINISTRATIVE AGENT ON OR

PRIOR TO THE INITIAL PURCHASE





	1.	 	Payout Agreement between JPMorgan Chase Bank, N.A., Fifth Third Bank, Falcon Asset
Securitization Company LLC, the Seller and the Servicer.






	2.	 	Executed copies of the Receivables Sale Agreement, duly executed by the parties thereto.






	3.	 	Executed copies of this Agreement, duly executed by the parties thereto.






	4.	 	Copy of the Resolutions of the Board of Directors of Seller certified by its Assistant
Secretary authorizing Seller’s execution, delivery and performance of this Agreement and the
other documents to be delivered by it hereunder.






	5.	 	Copy of the Resolutions of the Board of Directors of the General Partner of the Servicer
certified by its Assistant Secretary authorizing the Servicer’s execution, delivery and
performance of this Agreement and the other documents to be delivered by it hereunder.






	6.	 	Organization Documents of each of the Seller Parties certified by the Secretary of State of
Delaware on or within thirty (30) days prior to the initial Incremental Purchase.






	7.	 	Good Standing Certificates issued by the Secretaries of State of:






	 	a.	 	With respect to the Seller, Delaware and Missouri






	 	b.	 	With respect to the Servicer, Delaware and Kansas






	8.	 	A certificate of the Assistant Secretary of Seller certifying the names and signatures of the
officers authorized on its behalf to execute this Agreement and any other documents to be
delivered by it hereunder.






	9.	 	A certificate of the Assistant Secretary of the General Partner certifying the names and
signatures of the officers authorized on its behalf to execute on behalf of the Servicer this
Agreement and any other documents to be delivered by it hereunder.






	10.	 	Evidence that UCC financing statements, have been or, contemporaneously with closing, will be
filed in all jurisdictions as may be necessary or, in the opinion of the Administrative Agent,
desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to
perfect the ownership interests contemplated by this Agreement.






	11.	 	Opinions of counsel to the Originator and the Seller which addresses such matters as the
Administrative Agent may reasonably request.






	13.	 	The Administrative Agent’s Fee Letter.






	14.	 	The Purchasers’ Fee Letter.






	15.	 	An Interim Report for the week prior to the date of this Agreement.






	16.	 	In connection with the Payout Agreement referenced above, UCC-3 terminations and the
termination for existing blocked account control agreements for the facility for the Facility
Account and the Servicer’s Concentration Account.






	17.	 	Blocked Account Agreements for the bank accounts listed on Schedule D.




14









SCHEDULE C

LIST OF ACCOUNTS WITH BALANCES THAT CAN BE CONCENTRATED ON A

WEEKLY BASIS IF DAILY BALANCES ARE UNDER $2,500




Date: April 6, 2010



	 	 	 	 	 
	Alliance Bank
	 	 	43169848162286	 
	 
	 	 	 	 
	American West Bank
	 	 	300601838	 
	 
	 	 	 	 
	Anna National Bank
	 	 	0005054955	 
	 
	 	 	 	 
	Atlanta National Bank
	 	 	00000310	 
	 
	 	 	 	 
	Bancorp South
	 	 	1264060	 
	 
	 	 	 	 
	Bank of Bloomsdale
	 	 	1002619	 
	 
	 	 	 	 
	Bank of Dawson
	 	 	126537	 
	 
	 	 	 	 
	Banterra Bank
	 	 	08061513	 
	 
	 	 	 	 
	Buena Vista National Bank
	 	 	105562	 
	 
	 	 	 	 
	Chambers Bank
	 	 	5005534	 
	 
	 	 	 	 
	Chemical Bank
	 	 	2018900924	 
	 
	 	 	 	 
	Citizens Bank
	 	 	0015207251	 
	 
	 	 	 	 
	Citizens Bank & Trust Company
	 	 	616003	 
	 
	 	 	 	 
	Citizens Bank and Trust Company
	 	 	0198064	 
	 
	 	 	 	 
	Commercial National Bank
	 	 	00799580	 
	 
	 	 	 	 
	Cornerstone Bank
	 	 	1154109	 
	 
	 	 	 	 
	Eagle Bank & Trust Company
	 	 	00709758	 
	 
	 	 	 	 
	Farmers & Merchants Bank
	 	 	0002032884	 
	 
	 	 	 	 
	Farmers State Bank — Pittsfield
	 	 	321357601	 
	 
	 	 	 	 
	First Commercial Bank
	 	 	262331	 
	 
	 	 	 	 
	First Community National Bank
	 	 	013110	 
	 
	 	 	 	 
	First National Bank Greensburg
	 	 	42105855	 
	 
	 	 	 	 
	First National Bank of Chrisman
	 	 	0000018546	 
	 
	 	 	 	 
	First State Bank of IL
	 	 	6022367	 
	 
	 	 	 	 
	First State Bank of IL
	 	 	60003111	 
	 
	 	 	 	 
	First State Community Bank
	 	 	1002619	 
	 
	 	 	 	 
	FirstBank
	 	 	012022729	 
	 
	 	 	 	 
	Heartland Bank and Trust Company
	 	 	424064	 
	 
	 	 	 	 
	Huntington (HNB)
	 	 	01479751714	 
	 
	 	 	 	 
	Huron Community Bank
	 	 	7008063	 
	 
	 	 	 	 
	Independent Bank
	 	 	6967988	 
	 
	 	 	 	 
	Kansas State Bank — Ottawa
	 	 	13536	 
	 
	 	 	 	 
	Lake Osceola State Bank
	 	 	154083	 
	 
	 	 	 	 
	Morton Community Bank
	 	 	0000105481	 
	 
	 	 	 	 
	National Bank of Arizona
	 	 	1901001485	 
	 
	 	 	 	 
	National City
	 	 	3130045770	 
	 
	 	 	 	 
	National City
	 	 	6530050894	 
	 
	 	 	 	 
	National City
	 	 	982217048	 
	 
	 	 	 	 
	Old National Bank
	 	 	350000068	 
	 
	 	 	 	 
	Owingsville Banking Company
	 	 	1011235	 
	 
	 	 	 	 
	Paris First Bank
	 	 	100145	 
	 
	 	 	 	 
	PBK Bank
	 	 	03004147	 
	 
	 	 	 	 
	Peoples National Bank McLeansboro
	 	 	0030065992	 
	 
	 	 	 	 
	PNC Bank
	 	 	4202279132	 
	 
	 	 	 	 
	Queensborough National Bank & Trust
	 	 	134523	 
	 
	 	 	 	 
	Riverside Bank
	 	 	604793	 
	 
	 	 	 	 
	Shelby County State Bank
	 	 	5003964	 
	 
	 	 	 	 
	Simmons First National Bank
	 	 	00290513	 
	 
	 	 	 	 
	South Georgia Bank
	 	 	0015107	 
	 
	 	 	 	 
	The Bank of Las Vegas
	 	 	7082010	 
	 
	 	 	 	 
	The East Carolina Bank
	 	 	45702412	 
	 
	 	 	 	 
	The Fountain Trust Company
	 	 	229349801	 
	 
	 	 	 	 






15




SCHEDULE D

LIST OF ACCOUNTS FOR BLOCKED ACCOUNT AGREEMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	No.	 	Account Number	 	Bank	 	Account Purpose	 	Name of Account Holder
	 	1.	 	 	 	4126641612	 	 	Wells Fargo Bank,

N.A.
	 	Secondary

Collection Account

	 	Ferrellgas

Receivables, LLC
	 	 	 	 	 	 	 	 	 
	 	 

	 	 
	 	2.	 	 	 	4000030486	 	 	Wells Fargo Bank,

N.A.
	 	Secondary

Collection Account

	 	Ferrellgas

Receivables, LLC
	 	 	 	 	 	 	 	 	 
	 	 

	 	 
	 	3.	 	 	 	4000042168	 	 	Wells Fargo Bank,

N.A.
	 	Secondary

Collection Account

	 	Ferrellgas

Receivables, LLC
	 	 	 	 	 	 	 	 	 
	 	 

	 	 
	 	4.	 	 	 	4761053438	 	 	Wells Fargo Bank,

N.A.
	 	Secondary

Collection Account

	 	Ferrellgas

Receivables, LLC
	 	 	 	 	 	 	 	 	 
	 	 

	 	 
	 	5.	 	 	 	4121123616	 	 	Wells Fargo Bank,

N.A.
	 	Secondary

Collection Account

	 	Ferrellgas

Receivables, LLC
	 	 	 	 	 	 	 	 	 
	 	 

	 	 
	 	6.	 	 	 	4496823683	 	 	Wells Fargo Bank,

N.A.
	 	Servicer

Concentration

Account

	 	Ferrellgas

Receivables, LLC



	 	 	 	 	 	 	 	 	 
	 	 

	 	 
	 	7.	 	 	 	4496823691	 	 	Wells Fargo Bank,

N.A.
	 	Facility Account

	 	Ferrellgas

Receivables, LLC
	 	 	 	 	 	 	 	 	 
	 	 

	 	 
	 	8.	 	 	 	0044983917	 	 	M&I Bank FSB
	 	Secondary

Collection Account

	 	Ferrellgas

Receivables, LLC
	 	 	 	 	 	 	 	 	 
	 	 

	 	 
	 	9.	 	 	 	7234896509	 	 	Fifth Third Bank
	 	Lock-box

	 	Ferrellgas L.P.
	 	 	 	 	 	 	 	 	 
	 	 

	 	 







16