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Ferrellgas Partners LP, et al. – ‘10-Q’ for 4/30/21 – ‘EX-10.29’

On:  Monday, 6/14/21, at 4:48pm ET   ·   For:  4/30/21   ·   Accession #:  1558370-21-8272   ·   File #s:  0-50182, 0-50183, 1-11331, 333-06693-02

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/14/21  Ferrellgas Partners LP            10-Q        4/30/21   98:17M                                    Toppan Merrill Bridge/FA
          Ferrellgas Finance Corp.
          Ferrellgas Partners Finance Corp.
          Ferrellgas LP

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   2.63M 
 2: EX-10.29    Material Contract                                   HTML     64K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
 5: EX-31.3     Certification -- §302 - SOA'02                      HTML     35K 
 6: EX-31.4     Certification -- §302 - SOA'02                      HTML     35K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
 9: EX-32.3     Certification -- §906 - SOA'02                      HTML     28K 
10: EX-32.4     Certification -- §906 - SOA'02                      HTML     28K 
17: R1          Document And Entity Information                     HTML    100K 
18: R2          Consolidated Balance Sheets                         HTML    149K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     57K 
20: R4          Consolidated Statements Of Operations               HTML    122K 
21: R5          Consolidated Statements of Comprehensive Income     HTML     65K 
                (Loss)                                                           
22: R6          Consolidated Statements Of Equity                   HTML    113K 
23: R7          Consolidated Statements Of Cash Flows               HTML    151K 
24: R8          Partnership Organization And Formation              HTML     73K 
25: R9          Summary Of Significant Accounting Policies          HTML     37K 
26: R10         Leases                                              HTML    370K 
27: R11         Supplemental Financial Statement Information        HTML    211K 
28: R12         Accounts And Notes Receivable, Net                  HTML     54K 
29: R13         Debt                                                HTML    171K 
30: R14         Preferred Units                                     HTML     73K 
31: R15         Equity                                              HTML     78K 
32: R16         Revenue from contracts with customers               HTML    114K 
33: R17         Fair Value Measurements                             HTML    150K 
34: R18         Derivative Instruments and Hedging Activities       HTML    359K 
35: R19         Transactions With Related Parties                   HTML     72K 
36: R20         Contingencies And Commitments                       HTML     49K 
37: R21         Net Earnings (Loss) Per Common Unitholders'         HTML     49K 
                Interest                                                         
38: R22         Subsequent Events                                   HTML     42K 
39: R23         Summary Of Significant Accounting Policies          HTML     38K 
                (Policy)                                                         
40: R24         Leases (Tables)                                     HTML    434K 
41: R25         Supplemental Financial Statement Information        HTML    217K 
                (Tables)                                                         
42: R26         Accounts And Notes Receivable, Net (Tables)         HTML     52K 
43: R27         Debt (Tables)                                       HTML    145K 
44: R28         Preferred Units (Tables)                            HTML     41K 
45: R29         Equity (Tables)                                     HTML     68K 
46: R30         Revenue from contracts with customers (Tables)      HTML    106K 
47: R31         Fair Value Measurement (Tables)                     HTML    144K 
48: R32         Derivative Instruments and Hedging Activities       HTML    350K 
                (Tables)                                                         
49: R33         Transactions With Related Parties (Tables)          HTML     67K 
50: R34         Net Earnings (Loss) Per Common Unitholders'         HTML     47K 
                Interest (Tables)                                                
51: R35         Partnership Organization And Formation (Details)    HTML    210K 
52: R36         Leases - Assets and Liabilities (Details)           HTML     62K 
53: R37         Leases - Lease Expenses (Details)                   HTML     73K 
54: R38         Leases - Maturity (Details)                         HTML     94K 
55: R39         Leases - Assumptions (Details)                      HTML     37K 
56: R40         Leases - Cash Flow (Details)                        HTML     33K 
57: R41         Supplemental Information - Inventories (Details)    HTML     40K 
58: R42         Supplemental Information - Prepaids and Other       HTML     37K 
                Assets (Details)                                                 
59: R43         Supplemental Information - Other Current            HTML     47K 
                Liabilities (Details)                                            
60: R44         Supplemental Information - Shipping and Handling    HTML     44K 
                (Details)                                                        
61: R45         Supplemental Information - Cash (Details)           HTML     71K 
62: R46         Accounts And Notes Receivable, Net (Details)        HTML     43K 
63: R47         Debt - Components Of Long-Term Debt (Details)       HTML    106K 
64: R48         Debt - Long-Term Debt Activity (Details)            HTML    206K 
65: R49         Debt - Covenants (Details)                          HTML     63K 
66: R50         Debt Maturities (Details)                           HTML     48K 
67: R51         Debt - Security (Details)                           HTML     44K 
68: R52         Preferred Units - Issuance (Details)                HTML     42K 
69: R53         Preferred Units - Changes in the Number of the      HTML     33K 
                Preferred Units (Details)                                        
70: R54         Preferred Units - Issuer Redemption Right           HTML     38K 
                (Details)                                                        
71: R55         Preferred Units - Investor Redemption Right         HTML     47K 
                (Details)                                                        
72: R56         Preferred Units - Distributions (Details)           HTML     56K 
73: R57         Preferred Units - Board Rights, Protective          HTML     34K 
                Provisions (Details)                                             
74: R58         Preferred Units - Restrictions on Cash              HTML     37K 
                Distributions (Details)                                          
75: R59         Equity - Reverse Unit Split (Details)               HTML     32K 
76: R60         Equity - Units Issued and Redemption (Details)      HTML     58K 
77: R61         Equity - Conversion Factor (Details)                HTML     47K 
78: R62         Equity - Limited Partner Units (Details)            HTML     39K 
79: R63         Equity - Ownership (Details)                        HTML     56K 
80: R64         Equity - Paid Distributions (Details)               HTML     42K 
81: R65         Equity - Contributions and AOCI (Details)           HTML     50K 
82: R66         Revenue from contracts with customers (Details)     HTML     76K 
83: R67         Fair Value Measurements - Assets and Liabilities    HTML     38K 
                (Details)                                                        
84: R68         Fair Value Measurements - Other Financial           HTML     38K 
                Instruments (Details)                                            
85: R69         Derivative Instruments and Hedging Activities -     HTML     55K 
                Balance Sheet (Details)                                          
86: R70         Derivative Instruments and Hedging Activities -     HTML     45K 
                Derivative Collateral (Details)                                  
87: R71         Derivative Instruments and Hedging Activities -     HTML     30K 
                Effect on Earnings (Details)                                     
88: R72         Derivative Instruments and Hedging Activities -     HTML     43K 
                Effect on Comprehensive Income and Change in FV                  
                (Details)                                                        
89: R73         Derivative Instruments and Hedging Activities -     HTML     53K 
                AOCI Rollforward (Details)                                       
90: R74         Derivative Instruments and Hedging Activities -     HTML     32K 
                Credit Risk (Details)                                            
91: R75         Transactions With Related Parties (Details)         HTML     54K 
92: R76         Contingencies And Commitments (Details)             HTML     59K 
93: R77         Net Earnings (Loss) Per Common Unitholders'         HTML     35K 
                Interest (Details)                                               
94: R78         Subsequent Events (Details)                         HTML     54K 
96: XML         IDEA XML File -- Filing Summary                      XML    171K 
16: XML         XBRL Instance -- fgp-20210430x10q_htm                XML   5.42M 
95: EXCEL       IDEA Workbook of Financial Reports                  XLSX    135K 
12: EX-101.CAL  XBRL Calculations -- fgp-20210430_cal                XML    268K 
13: EX-101.DEF  XBRL Definitions -- fgp-20210430_def                 XML   1.33M 
14: EX-101.LAB  XBRL Labels -- fgp-20210430_lab                      XML   1.55M 
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97: JSON        XBRL Instance as JSON Data -- MetaLinks              423±   646K 
98: ZIP         XBRL Zipped Folder -- 0001558370-21-008272-xbrl      Zip    497K 


‘EX-10.29’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 10.29

Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 11, 2021 (with an effective date of April 30, 2021) by and among Ferrellgas, L.P., a Delaware limited partnership (“Company”), the Lenders and Issuing Lenders from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”).

R E C I T A L S

A.The Company, the Agent, the Lenders and the Issuing Lenders are parties to that certain Credit Agreement dated as of March 30, 2021 (the “Credit Agreement”), pursuant to which the Lenders and Issuing Lenders have made certain credit available to and on behalf of the Company.

B.The Company has requested that Lenders constituting the Required Lenders waive compliance with (i) Section 6.7(a) for the Fiscal Quarter ending April 30, 2021, with respect to the requirement that the Company not permit the Minimum Interest Coverage Ratio as of the last day of such Fiscal Quarter to be less than 2.50:1:0, (ii) any requirement that the Company represent that Schedule 4.12 attached to the Credit Agreement as of the Closing Date set forth a complete and accurate list as of the Closing Date of all (A) Material Real Estate Assets and (B) material leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting the Real Estate Assets of any Loan Party, regardless of whether such Loan Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment, in each case during the period beginning on the Closing Date and ending as of the date immediately prior to the Satisfaction Date (as defined in Section 4 below) (the “Schedule 4.12 Representation Requirement”) and (iii) any requirement that the Company represent that Schedule  4.29 attached to the Credit Agreement as of the Closing Date set forth a complete and accurate list as of the Closing Date of all deposit, checking and other bank accounts, commodity accounts and all securities and other accounts maintained with any broker dealer and all other similar accounts maintained by each Loan Party, together with a description thereof, during the period beginning on the Closing Date and ending as of the date immediately prior to the Satisfaction Date (the “Schedule 4.29 Representation Requirement”).

C.The Company has requested and the Agent and Lenders constituting the Required Lenders have agreed to make certain changes to the Credit Agreement as set forth herein.

NOW, THEREFORE, to induce the Agent and the Lenders party hereto to enter into this Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms.  Each capitalized term used herein but not otherwise defined herein has the meaning given to such term in the Credit Agreement, as amended by this Amendment.  Unless otherwise indicated, all article, exhibit, section and schedule references in this Amendment refer to articles, exhibits, sections and schedules of the Credit Agreement.

Section 2.Amendments to Credit Agreement.  The Credit Agreement is hereby amended by:

2.1.amending and restating the definitions of “Consolidated EBITDA”, “Consolidated Net Income” and “Minimum Interest Coverage Ratio” contained in Section 1.1 in their entirety as follows:


Consolidated EBITDA” means, with respect to any period, an amount equal to Consolidated Net Income of the Company and its Subsidiaries on a consolidated basis for such period plus (a) the following, to the extent deducted in calculating such Consolidated Net Income and in respect of such period: (i) any extraordinary non-cash loss, expenses related to the early extinguishment of Indebtedness, asset and goodwill impairment charges and any net losses realized in connection with an Asset Sale, (ii) non-recurring severance or restructuring cost (subject to an aggregate cap during any Fiscal Year of $5,000,000), (iii) litigation reserves, legal fees for related professional services, and costs for adverse results in legal proceedings (subject to an aggregate cap during the term of this Agreement of $15,000,000), (iv) any legal costs or similar transaction costs in connection with an acquisition, (v) the provision for Taxes based on income or profits of the Company and its Subsidiaries, (vi) the Consolidated Interest Charges for such period, whether paid or accrued (including amortization of original issue discount, non-cash interest payments and the interest component of any payments associated with Attributable Indebtedness in respect of Capital Leases and net payments (if any) pursuant to Hedging Agreements in respect of interest rates), (vii) the depreciation and amortization charges (including amortization of other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), and (viii) other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period (including those related to dispositions and those resulting from the requirements of SFAS 133), plus (b) to the extent deducted in calculating such Consolidated Net Income, non-cash employee compensation expenses of the Company and its Subsidiaries during such period, minus (c) to the extent included in calculating such Consolidated Net Income, all non-cash items increasing Consolidated Net Income (including those related to Dispositions, from the cancellation, retirement, exchange or early extinguishment of Indebtedness and those resulting from the requirements of SFAS 133), in each case in this definition, of or by, the Company and its Subsidiaries for such period, without duplication on a consolidated basis and determined in accordance with GAAP.

Consolidated Net Income” means, with respect to any period, the net income (or loss) of the Company and its Subsidiaries on a consolidated basis for such period; provided, that Consolidated Net Income shall exclude (a) extraordinary gains (or losses) for such period, (b) the net income of any Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organizational Documents or any agreement, instrument or law applicable to such Subsidiary during such period, except that the Company’s equity in any net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income, and (c) any income (or loss) for such period of any Person if such person is not a Subsidiary, except that the Company’s equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Subsidiary as a dividend or other distribution from income generated by such Person (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Company as described in clause (b) of this proviso); provided, further, that Consolidated Net Income shall exclude the cumulative effect of a change in accounting principles and unrealized gains and losses from derivatives.

Minimum Interest Coverage Ratio” means the ratio, as of the last day of any Fiscal Quarter or other date of determination, of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Charges, in each case for the Measurement Period ending on such date (or if such date of determination is not the last day of a Fiscal Quarter, for the four-Fiscal Quarters period ending as of the most recently concluded Fiscal Quarter); provided, that for purposes of calculating the Minimum Interest Coverage Ratio (i) for the Fiscal Quarter ending July 31, 2021, Consolidated Cash Interest Charges shall be equal to the Consolidated Cash Interest Charges for the quarter ending on such date multiplied by four (4), (ii) for the Fiscal Quarter ending October 31, 2021, Consolidated Cash Interest Charges shall be equal to the Consolidated Cash Interest Charges for the quarter ending on July 31, 2021 and the quarter ending on such date multiplied by two (2), and (iii) for the Fiscal Quarter ending January 31, 2022, Consolidated Cash

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Interest Charges shall be equal to the Consolidated Cash Interest Charges for the quarter ending on July 31, 2021, the quarter ending on October 31, 2021 and the quarter ending on such date multiplied by 4/3.

2.2.amending Section 1.1 to delete the defined term “Indemnified Liabilities” in its entirety.

2.3.amending Section 1.1 to replace the defined term “Prior Facility Contingency Deposit Release” with the term “Prior Facility Contingent Deposit Release” and retaining the definition thereof.

2.4.amending Section 1.1 to delete the defined term “Transaction Costs” in its entirety.

2.5.amending the last paragraph of Section 2.9(a) to replace “monthly in arrears on the first Business Day of each month” with “quarterly in arrears on the First Business Day of each quarter”

2.6.amending Section 2.13(i) to replace each instance of “ninth” with “seventh”.

2.7.amending Section 5.1(b) to replace “of by Grant Thornton” with “by Grant Thornton”.

2.8.amending the first sentence of Section 5.11 to add after the word “then” “, other than with respect to those Material Real Estate Assets for which the Agent in its sole discretion determines that the burdens, costs or consequences of obtaining a mortgage are excessive in view of the benefits to be obtained by the Secured Parties (it being understood that, for the avoidance of doubt, the Agent may conclude that the burdens, costs or consequences of obtaining a mortgage on any Material Real Estate Asset having special flood or mud slide hazards (as determined by the Agent in its sole discretion) are excessive in view of the benefits to be obtained by the Secured Parties),”.

2.9.amending the first sentence of Section 5.15(a) to add after the word “Asset” “, other than those Material Real Estate Assets for which the Agent in its sole discretion determines that the burdens, costs or consequences of obtaining a mortgage are excessive in view of the benefits to be obtained by the Secured Parties (it being understood that, for the avoidance of doubt, the Agent may conclude that the burdens, costs or consequences of obtaining a mortgage on any Material Real Estate Asset having special flood or mud slide hazards (as determined by the Agent in its sole discretion) are excessive in view of the benefits to be obtained by the Secured Parties)”.

2.10.amending Section 5.15(a) to replace each instance of “ninety (90)” with “one hundred twenty (120)”.

2.11.amending Section 5.15(c) to replace “thirty (30)” with “ninety (90)”.

2.12.amending Section 6.7(c)(ii) to replace “1.0” with “1.0,”.

2.13. amending Section 6.8(c) to replace “.” with “;”.

2.14.amending the first sentence of Section 9.3(c) to replace “shall not be deemed” with “shall be deemed”.

2.15.amending the last sentence of Section 10.4(e) to replace “Section 10.5” with “Section 10.4”.

2.16.Schedule 4.12 is hereby amended to read as set forth in Schedule A hereto and, as of the date hereof and going forward, Schedule 4.12 as amended by this Section 2.10 hereof shall be deemed to have been attached to the Credit Agreement as of the Closing Date.

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2.17.Schedule 4.29 is hereby amended to read as set forth in Schedule B hereto and, as of the date hereof and going forward, Schedule 4.29 as amended by this Section 2.11 hereof shall be deemed to have been attached to the Credit Agreement as of the Closing Date.

Section 3.Waivers.

3.1.Solely with respect to the Fiscal Quarter ending April 30, 2021, the Agent and the Required Lenders party hereto hereby waive compliance with the provisions of Section 6.7(a) and any Default or Event of Default arising therefrom.

3.2.The Agent and the Required Lenders party hereto hereby waive compliance with the Schedule 4.12 Representation Requirement and any Default or Event of Default arising therefrom.

3.3.The Agent and the Required Lenders party hereto hereby waive compliance with the Schedule 4.29 Representation Requirement and any Default or Event of Default arising therefrom.

Section 4.Conditions Precedent.  Upon the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.4) (such date, the “Satisfaction Date”), this Amendment shall be deemed to have been effective as of April 30, 2021 (such date, the “First Amendment Effective Date”).

4.1.Execution and Delivery.  The Agent shall have received from the Company and each Lender, counterparts (in such number as may be requested by the Agent) of this Amendment signed on behalf of such Person.

4.2.Payment of Expenses.  The Agent and the Lenders shall have received all amounts due and payable on or prior to the Satisfaction Date, including, to the extent invoiced at least one Business Day prior to the Satisfaction Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Company under the Credit Agreement.

4.3.No Default or Event of Default.  No Default or Event of Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment.

The Agent is hereby authorized and directed to declare this Amendment to be effective on the First Amendment Effective Date when the Agent has received documents confirming or certifying, to the satisfaction of the Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted by Section 10.4.  Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 5.Miscellaneous.

5.1.Confirmation.  The provisions of the Credit Agreement, as amended by this Amendment, shall remain in full force and effect following the effectiveness of this Amendment.

5.2.Representations and Warranties. As of the date hereof, the representations and warranties contained herein and in each other Loan Document, certificate or other writing delivered to the Agent or any Lender pursuant hereto or thereto on or prior to such date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof to the same extent as though made on and as of such date, except to the extent

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such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date;

5.3.No Waiver; Loan Document.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents except as expressly provided herein.  Once the Satisfaction Date has occurred, this Amendment shall for all purposes constitute a Loan Document effective as of First Amendment Effective Date.  Once the Satisfaction Date has occurred, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import, referring to the Credit Agreement, and each reference in each other Credit Document to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference, effective as of First Amendment Effective Date, to the Credit Agreement as amended or otherwise modified by this Amendment.

5.4.Other Violations.  Neither the execution by the Agent or the Lenders of this Amendment, nor any other act or omission by the Agent or the Lenders or their respective officers in connection herewith, shall be deemed a waiver by the Agent or the Lenders of any Defaults (except as expressly set forth in Section 3 above) which may exist or which may occur in the future under the Credit Agreement and/or the other Loan Documents (collectively, “Other Violations”).  Similarly, nothing contained in this Amendment shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect the Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Other Violations, (ii) amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument, except as expressly waived herein or (iii) constitute any course of dealing or other basis for altering any obligation of the Company or any right, privilege or remedy of the Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or instrument.  Nothing in this Amendment shall be construed to be a waiver by the Agent or the Lenders to any Other Violations.

5.5.Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Amendment, the other Loan Documents and any separate letter agreements with respect to fees payable to the Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4, this Amendment shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5.6.NO ORAL AGREEMENT.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.  AS OF THE DATE OF THIS AMENDMENT, THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

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5.7.GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK. FOR THE AVOIDANCE OF DOUBT, THIS AMENDMENT IS SUBJECT TO SECTIONS 10.14 AND 10.15.

5.8.Miscellaneous.  No failure or delay on the part of the Agent in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Amendment and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  For the avoidance of doubt, this Amendment is subject to Section 10.18.

[SIGNATURES BEGIN NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

COMPANY:

FERRELLGAS, L.P.

By:

Ferrellgas, Inc., its general partner

/s/ Brian W. Herrmann

Name:

Brian W. Herrmann

Title:

Interim Chief Financial Officer

Signature Page to First Amendment to

Credit Agreement


AGENT, LENDER AND ISSUING LENDER:

JPMORGAN CHASE BANK, N.A.

By:

/s/ Darren Vanek

Name:

Darren Vanek

Title:

Authorized Officer

Signature Page to First Amendment to

Credit Agreement


LENDER AND ISSUING LENDER:

PNC BANK, NATIONAL ASSOCIATION

By:

/s/ Steve Roberts

Name:

Steve Roberts

Title:

Senior Vice President

Signature Page to First Amendment to

Credit Agreement


LENDER:

ROYAL BANK OF CANADA

By:

/s/ Jason York

Name:

Jason S. York

Title:

Authorized Signatory

Signature Page to First Amendment to

Credit Agreement


LENDER AND ISSUING LENDER:

TRUIST BANK

By:

/s/ James Giordano

Name:

James Giordano

Title:

Managing Director

Signature Page to First Amendment to

Credit Agreement


LENDER:

CIBC BANK USA

By:

/s/ Zach Strube

Name:

Zach Strube

Title:

Managing Director

Signature Page to First Amendment to

Credit Agreement


LENDER:

FIFTH THIRD BANK, NATIONAL ASSOCIATION

By:

/s/ Michael Cortese

Name:

Michael Cortese

Title:

Vice President

Signature Page to First Amendment to

Credit Agreement


Schedule A

[see attached]

Schedule A to First Amendment


Schedule B

[see attached]

Schedule B to First Amendment



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
1/31/2210-Q
10/31/2110-Q
7/31/2110-K
Filed on:6/14/218-K
6/11/21
For Period end:4/30/21
3/30/218-K
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/29/23  Ferrellgas Partners LP            10-K        7/31/23  129:17M                                    Toppan Merrill Bridge/FA
 9/30/22  Ferrellgas Partners LP            10-K        7/31/22  126:17M                                    Toppan Merrill Bridge/FA
 6/10/22  Ferrellgas Partners LP            10-Q        4/30/22   94:16M                                    Toppan Merrill Bridge/FA
 3/11/22  Ferrellgas Partners LP            10-Q        1/31/22   94:16M                                    Toppan Merrill Bridge/FA
12/15/21  Ferrellgas Partners LP            10-Q       10/31/21   94:14M                                    Toppan Merrill Bridge/FA
10/15/21  Ferrellgas Partners LP            10-K        7/31/21  135:25M                                    Toppan Merrill Bridge/FA


32 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/14/21  Ferrellgas Partners LP            8-K:5,9     4/09/21    3:296K                                   Toppan Merrill Bridge/FA
 4/05/21  Ferrellgas Partners LP            8-K:1,2,3,5 3/30/21   10:6.1M                                   Toppan Merrill Bridge/FA
 3/08/21  Ferrellgas Partners LP            10-Q        1/31/21   97:27M                                    Toppan Merrill Bridge/FA
 1/11/21  Ferrellgas Partners LP            8-K:1,2,7,9 1/08/21    3:344K                                   Toppan Merrill/FA
 1/05/21  Ferrellgas Partners LP            8-K:5,9    12/30/20    4:161K                                   Toppan Merrill/FA
12/15/20  Ferrellgas Partners LP            10-Q       10/31/20   94:21M                                    Toppan Merrill Bridge/FA
12/11/20  Ferrellgas Partners LP            8-K:1,7,9  12/10/20    3:2.3M                                   Toppan Merrill/FA
 6/11/20  Ferrellgas Partners LP            8-K:1,8,9   6/07/20    3:104K                                   Toppan Merrill/FA
 6/04/20  Ferrellgas Partners LP            10-Q        4/30/20   95:28M                                    Toppan Merrill Bridge/FA
 4/27/20  Ferrellgas Partners LP            8-K:5,7,9   4/24/20    2:460K                                   Toppan Merrill/FA
 4/17/20  Ferrellgas Partners LP            8-K:1,2,9   4/16/20    2:1.2M                                   Toppan Merrill/FA
 4/13/20  Ferrellgas Partners LP            8-K:1,2,8,9 4/13/20    3:73K                                    Toppan Merrill/FA
12/06/19  Ferrellgas Partners LP            10-Q       10/31/19   92:22M                                    Toppan Merrill Bridge/FA
 9/07/18  Ferrellgas Partners LP            8-K:9       9/07/18    3:5.1M                                   Toppan Merrill/FA
 6/07/18  Ferrellgas Partners LP            10-Q        4/30/18   93:21M
 5/02/17  Ferrellgas Partners LP            8-K:1,2,7,9 4/28/17    4:282K                                   Donnelley Fi… Express/FA
 1/30/17  Ferrellgas Partners LP            8-K:1,2,8,9 1/24/17    6:715K                                   Toppan Merrill/FA
 9/28/16  Ferrellgas Partners LP            10-K        7/31/16  151:35M
 7/28/16  Ferrellgas Partners LP            8-K:1,2,9   7/27/16    2:70K                                    Donnelley Fi… Express/FA
 9/29/15  Ferrellgas Partners LP            10-K        7/31/15  139:25M
 6/08/15  Ferrellgas Partners LP            8-K:1,2,7,9 6/02/15    8:2M                                     Toppan Merrill/FA
 9/29/14  Ferrellgas Partners LP            10-K        7/31/14  143:29M
 4/04/14  Ferrellgas Partners LP            8-K:1,2,9   4/01/14    2:46K                                    Donnelley Fi… Express/FA
11/05/13  Ferrellgas Partners LP            8-K:1,2,8,911/04/13    6:1.4M                                   Toppan Merrill/FA
 6/08/12  Ferrellgas Partners LP            10-Q        4/30/12   70:7.5M                                   Toppan Merrill/FA
 3/09/12  Ferrellgas Partners LP            10-Q        1/31/12   67:6.3M                                   Toppan Merrill/FA
 1/20/12  Ferrellgas Partners LP            8-K:1,2,5,8 1/17/12    5:1.6M                                   Toppan Merrill/FA
11/30/10  Ferrellgas Partners LP            8-K:1,2,8,911/24/10    5:1.2M                                   Toppan Merrill/FA
 6/09/10  Ferrellgas Partners LP            10-Q        4/30/10   12:2.3M                                   Toppan Merrill/FA
 4/13/10  Ferrellgas Partners LP            8-K:1,8,9   4/13/10    7:1.3M                                   Toppan Merrill/FA
 3/10/10  Ferrellgas Partners LP            10-Q        1/31/10   10:2.3M                                   Toppan Merrill/FA
 3/06/09  Ferrellgas Partners Finance Corp. S-3                   16:2.8M                                   Bowne - Houston/FA
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Filing Submission 0001558370-21-008272   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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