Exhibit 4.2


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


 


by
and among


 


 


Ferrellgas, L.P.

Ferrellgas Finance Corp.


 


and


 


 


J.P.
Morgan Securities LLC


Merrill
Lynch, Pierce, Fenner & Smith Incorporated


Wells
Fargo Securities, LLC


Barclays Capital Inc.


BNP
Paribas Securities Corp.


Capital One Southcoast, Inc.


Fifth Third Securities, Inc.


PNC Capital Markets LLC


SG Americas Securities, LLC


UBS Securities LLC


U.S. Bancorp Investments, Inc.


 


 


Dated
as of November 24, 2010


 

















 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of November 24,
2010, by and among Ferrellgas, L.P., a Delaware limited partnership (the “Company”),
Ferrellgas Finance Corp., a Delaware corporation (“Finance Corp.” and, together
with the Company, the “Issuers”), and J.P. Morgan Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities,
LLC, Barclays Capital Inc., BNP Paribas
Securities Corp., Capital One Southcoast, Inc., Fifth Third Securities, Inc., PNC Capital Markets
LLC, SG Americas Securities, LLC, UBS Securities LLC and U.S. Bancorp Investments, Inc.  (collectively, the “Initial Purchasers”),
each of whom has agreed to purchase the Issuers’ 6.50% Senior Notes due 2021
(the “Securities”) pursuant to the Purchase Agreement (as defined below).


 


This Agreement is made
pursuant to the Purchase Agreement, dated November 9, 2010 (the “Purchase
Agreement”), among the Issuers and the Initial Purchasers (i) for the
benefit of the Initial Purchasers and (ii) for the benefit of the holders
from time to time of Transfer Restricted Securities (as defined below), including the Initial Purchasers.  In order to induce the Initial Purchasers to
purchase the Securities, the Issuers have agreed to provide the registration
rights set forth in this Agreement.  The
execution and delivery of this Agreement is a condition to the obligations of
the Initial Purchasers set forth in Section 4(h) of the Purchase
Agreement.


 


The parties hereby agree as
follows:


 


SECTION 1.     Definitions.


 


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


 


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


 


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


 


Agreement:  As defined in the preamble hereto.


 


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


 


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


 


Closing
Date:  The date of this Agreement.


 


Commission:  The Securities and Exchange
Commission.


 


Company:  As defined in the preamble hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


Exchange
Securities:  The 6.50%
Senior Notes due 2021, of the same series under the Indenture as the Transfer
Restricted Securities, to be issued to Holders in exchange for Transfer
Restricted Securities pursuant to this Agreement.


 


Finance Corp.:  As defined in the preamble hereto.


 


FINRA:  Financial Industry Regulatory Authority, Inc.


 


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


 


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


 


Indenture:  The Indenture, dated as of November 24,
2010, by and among the Issuers and U.S. Bank National Association, as trustee
(the “Trustee”), pursuant to which the Securities are to be issued, as such
Indenture is amended or supplemented from time to time in accordance with the
terms thereof.


 


Initial
Purchasers:  As defined in
the preamble hereto.


 


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


 


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


 


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


 


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


 


Registration
Default:  As defined in Section 5
hereof.


 


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


 


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


 


Securities:  As defined in the preamble
hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.     Securities
Subject to this Agreement.


 


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


 


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


 


SECTION 3.     Registered
Exchange Offer.


 


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


 


(b)           The Issuers shall cause the Exchange
Offer Registration Statement to be effective continuously and shall keep the
Exchange Offer open for a period of not less than the minimum period required
under applicable federal and state securities laws to Consummate the Exchange
Offer; provided, however, that in no event
shall such period be less than 30 days after the date notice of the Exchange
Offer is mailed to the Holders.  The
Issuers shall cause the Exchange Offer to comply with all applicable federal
and state securities laws.  No securities
other than the Exchange Securities shall be included in the Exchange Offer
Registration Statement.  The Issuers
shall use their reasonable best efforts to cause the Exchange Offer to be
Consummated no later than 300 days from the Closing Date (the “Exchange Date”).


 


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


 


4

















 


any such Broker-Dealer
except to the extent required by the Commission as a result of a change in
policy after the date of this Agreement.


 


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


 


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


 


SECTION 4.     Shelf
Registration.


 


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


 


(x)            cause to be filed a shelf
registration statement pursuant to Rule 415 under the Securities Act,
which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) on or prior to the 90th day
after the date such obligation arises (or if such 90th day is not a Business
Day, the next succeeding Business Day) (such date being the “Shelf Filing
Deadline”), which Shelf Registration Statement shall provide for resales of all
Transfer Restricted Securities the Holders of which shall have provided the
information required pursuant to Section 4(b) hereof; and


 


5

















 


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


 


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


 


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


 


SECTION 5.     Additional
Interest.


 


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


 


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


 


SECTION 6.     Registration
Procedures.


 


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


 


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


 


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


 


7
















 


connection with a secondary resale transaction and that such a
secondary resale transaction should be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
Securities obtained by such Holder in exchange for Transfer Restricted
Securities acquired by such Holder directly from the Issuers.


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


(v)     make
available, during normal business hours
upon reasonable prior notice,
for inspection by the Initial Purchasers, the managing underwriter(s), if any,
participating in any disposition pursuant to such Registration Statement and
any attorney


 


9

















 


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


 


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


 


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


 


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


 


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


 


(x)     enter
into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection
therewith in order to expedite or facilitate the disposition of the Transfer
Restricted Securities pursuant to any Shelf
Registration Statement contemplated by this Agreement, all to such
extent as may be requested by any Initial Purchaser or by any Holder of
Transfer Restricted Securities or underwriter in connection with any sale or
resale pursuant to any Shelf
Registration Statement contemplated by this Agreement; and 


 


10

















 


whether or not an underwriting agreement is entered into and whether or
not the registration is an Underwritten Registration, each of the Issuers
shall:


 


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


 


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


 


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


 


(3)           a
customary comfort letter, dated the date of effectiveness of the Shelf
Registration Statement, from the Issuers’ independent 


 


11

















 


accountants, in the customary form and covering matters of the type customarily
requested to be covered in comfort letters by underwriters in connection with
primary underwritten offerings, and covering or affirming the matters set forth
in the comfort letters delivered pursuant to Sections 4(a) and 4(f) of
the Purchase Agreement, without exception;


 


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


 


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


 


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


 


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


 


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


 


(xiii)         cooperate
with the selling Holders and the underwriter(s), if any, to facilitate the
timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends; and
enable such Transfer Restricted Securities to be in such denominations and
registered in such names 


 


12

















 


as the Holders or the underwriter(s), if any, may request at least two
Business Days prior to any sale of Transfer Restricted Securities made by such
Holders or underwriter(s);


 


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


 


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


 


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


 


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


 


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


 


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


 


 


13

















 


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


 


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


 


SECTION 7.     Registration
Expenses.


 


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


 


14

















 


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


 


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


 


SECTION 8.     Indemnification.


 


(a)           Each of the Issuers, jointly and
severally, agrees to indemnify and hold harmless (i) each Initial
Purchaser and Holder and (ii) each Person, if any, who controls (within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) any Initial Purchaser or any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling
person”) and (iii) the respective officers, directors, partners,
employees, representatives and agents of any Initial Purchaser or any Holder or
any controlling person (any Person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an “Indemnified Holder”), to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities, judgments,
actions and expenses (including, without limitation, and as incurred,
reimbursement of all reasonable costs of investigating, preparing, pursuing,
settling, compromising, paying or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of not more than one counsel to the Indemnified Holders related to any particular situation),
joint or several, directly or indirectly caused by, related to, based upon,
arising out of or in connection with any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus (or any amendment or supplement thereto), or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses are caused by an untrue statement or omission or alleged untrue
statement or omission that is made in reliance upon and in conformity with
information relating to any of the Holders furnished in writing to the Issuers
by any of the Holders expressly for use therein.  In connection with any Underwritten Offering
permitted by Section 11, each of the Issuers, jointly and severally, will
also indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professional participating in the distribution, their
respective affiliates and each Person, if any, who controls (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange
Act) such Persons to the same extent as provided above with respect to the
indemnification of the Indemnified Holders, if requested in connection with any



 


15

















 


Registration Statement or
Prospectus (or any amendment or supplement thereto). This indemnity agreement
shall be in addition to any liability which any of the Issuers may otherwise
have.


 


In case any action or
proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders
with respect to which indemnity may be sought against the Issuers, such
Indemnified Holder (or the Indemnified Holder controlled by such controlling
person) shall promptly notify the Issuers in writing; provided, however, that the omission so to
notify the Issuers will not relieve them from any liability which they may have
to any Indemnified Holder hereunder to the extent it is not materially
prejudiced as a proximate result of such failure and in any event shall not
relieve it from any liability which it may have otherwise than under the
indemnity agreement contained in this Section 8.  Such Indemnified Holder shall have the right
to employ its own counsel in any such action and the fees and expenses of such
counsel shall be paid, as incurred, by the Issuers (regardless of whether it is
ultimately determined that an Indemnified Holder is not entitled to
indemnification hereunder).  The Issuers
shall not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for such Indemnified
Holders.  Any such separate firm (i) for
any Initial Purchaser, its respective officers, directors, partners, employees,
representatives and agents and any control Persons of such Initial Purchaser
shall be designated in writing by J.P. Morgan Securities LLC and (ii) for
any Holder, its respective officers, directors, partners, employees,
representatives and agents and any control Persons of such Holder shall be
designated in writing by the Holders of a majority in aggregate principal
amount of the Transfer Restricted Securities held by Indemnified Holders.  The Issuers shall be liable for any
settlement of any such action or proceeding effected with the Issuers’ prior
written consent, which consent shall not be withheld unreasonably, and each of
the Issuers agrees to indemnify and hold harmless any Indemnified Holder from
and against any loss, claim, damage, liability or expense by reason of any
settlement of any action effected with the written consent of the Issuers.  The Issuers shall not, without the prior
written consent of each Indemnified Holder, settle or compromise or consent to
the entry of judgment in or otherwise seek to terminate any pending or
threatened action, claim, litigation or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not any
Indemnified Holder is a party thereto), unless such settlement, compromise,
consent or termination (i) includes an unconditional release of each
Indemnified Holder from all liability arising out of such action, claim,
litigation or proceeding and (ii) does not include any statement as to any
admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Holder.


 


(b)           Each Holder of Transfer Restricted
Securities agrees, severally and not jointly, to indemnify and hold harmless
each of the Issuers and their respective directors, officers of the Issuers who
sign a Registration Statement, and any Person controlling (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange
Act) either such Issuer, the respective officers, directors, partners,
employees, representatives and agents of each such Person, the Initial
Purchasers and the other selling Holders and any Person controlling (within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) any Initial Purchasers or any other selling Holder, to the same
extent as the foregoing indemnity from the Issuers to each of the Indemnified
Holders, but only with respect to claims and actions based


 


16
















 


upon any untrue statement or
omission or alleged untrue statement or omission made in reliance on and in
conformity with information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement or Prospectus.  In case any action or proceeding shall be
brought against either Issuer or their respective directors or officers or any
such controlling person in respect of which indemnity may be sought against a
Holder of Transfer Restricted Securities or an Initial Purchaser, such Holder
or Initial Purchaser shall have the rights and duties given such Issuer, and
its directors and officers and such controlling person shall have the rights
and duties given to each Holder and Initial Purchaser by the preceding paragraph.


 


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


 


Each of the Issuers and each
Holder of Transfer Restricted Securities agree that it would not be just and
equitable if contribution pursuant to this Section 8(c) were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities or expenses referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8,
none of the Holders (and its related Indemnified Holders) shall be required to 


 


17

















 


contribute, in the
aggregate, any amount in excess of the amount by which the total discount or
proceeds received by such Holder with respect to the Transfer Restricted
Securities exceeds the amount of any damages which such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute
pursuant to this Section 8(c) are several in proportion to the
respective principal amount of Transfer Restricted Securities held by each of
the Holders hereunder and not joint.


 


(d)           The remedies provided for in this Section 8 are not
exclusive and shall not limit any rights or remedies that may otherwise be available
to the Issuers or any Indemnified Holder at law or equity.


 


(e)           The indemnity and contribution provisions contained in
this Section 8 shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchasers or any Holder or
any Person controlling any Initial Purchaser or any Holder, or by or on behalf
of the Issuers or the officers, directors, partners, employees, representatives
and agents of or any Person controlling the Issuers, (iii) acceptance of
any of the Exchange Securities and (iv)  any sale of Transfer Restricted
Securities pursuant to a Shelf Registration Statement.


 


SECTION 9.     Rule 144A.


 


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


 


SECTION 10.        Participation in Underwritten Registrations.


 


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


 


SECTION 11.   Selection of Underwriters.


 


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


 


18

















 


provided, however, that such
investment banker(s) and managing underwriter(s) must be reasonably
satisfactory to the Issuers.


 


SECTION 12.   Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)     if to
the Issuers:


 


19

















 


	
   

  	
  Ferrellgas,
  L.P.

  
	
   

  	
  One
  Liberty Plaza

  
	
   

  	
  Liberty,
  MO 64068

  
	
   

  	
  Facsimile:
  (913) 661-1537

  
	
   

  	
  Attention:
  Ryan VanWinkle

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
   

  
	
   

  	
  Greenberg
  Traurig, LLP

  
	
   

  	
  1000
  Louisiana, Suite 1700

  
	
   

  	
  Houston,
  Texas 77002

  
	
   

  	
  Facsimile: (713) 754-6625

  
	
   

  	
  Attention: David Ronn, Esq.

  



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


20

















 


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


 


21

















 


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


 


	
   

  	
  FERRELLGAS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Ferrellgas, Inc.,
  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. RYAN VANWINKLE

  
	
   

  	
   

  	
  J.
  Ryan VanWinkle

  
	
   

  	
   

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FERRELLGAS FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. RYAN VANWINKLE

  
	
   

  	
   

  	
  J.
  Ryan VanWinkle

  
	
   

  	
   

  	
  Chief
  Financial Officer and Sole Director

  



 


22

















 


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


 


	
   

  	
   

  
	
  J.P. MORGAN SECURITIES LLC

  	
   

  
	
  MERRILL LYNCH, PIERCE,
  FENNER & SMITH

  	
   

  
	
   

  	
  INCORPORATED

  	
   

  
	
  WELLS FARGO SECURITIES,
  LLC

  	
   

  
	
  BARCLAYS CAPITAL INC.

  	
   

  
	
  BNP PARIBAS SECURITIES
  CORP.

  	
   

  
	
  CAPITAL
  ONE SOUTHCOAST, INC.

  	
   

  
	
  FIFTH
  THIRD SECURITIES, INC.

  	
   

  
	
  PNC
  CAPITAL MARKETS LLC

  	
   

  
	
  SG AMERICAS SECURITIES, LLC

  	
   

  
	
  UBS
  SECURITIES LLC

  	
   

  
	
  U.S. BANCORP INVESTMENTS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  J.P. MORGAN SECURITIES LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ ROBERT C. MERTENSOTTO

  	
   

  
	
   

  	
  Name: Robert C.
  Mertensotto

  	
   

  
	
   

  	
  Title: Managing Director

  	
   

  
				



 


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