Common use of Certain Agreements of the Issuers Clause in Contracts

Certain Agreements of the Issuers. Each of the Issuers agrees with the several Underwriters that in connection with each offering of Offered Securities: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers promptly will notify CSFBC of such event and will promptly prepare and file with the Commission, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (e) The Issuers will furnish to CSFBC copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably requests. Each of the Issuers, jointly and severally, will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Issuers will cooperate with the Underwriters and counsel thereto in connection with the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as CSFBC designates and the continuation of such qualifications in effect so long as required for the distribution of the Offered Securities. Notwithstanding the foregoing, the Issuers shall not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject (except service of process with respect to the offering and sale of the Offered Securities). (g) Each of the Issuers, jointly and severally, will pay for (i) all expenses incident to the performance of their obligations under the Terms Agreement (including the provisions of this Agreement), (ii) any filing fees or other expenses (including fees and disbursements of counsel) in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as CSFBC may designate and the printing of memoranda relating thereto, (iii) any fees charged by investment rating agencies for the rating of the Offered Securities, (iv) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any travel expenses of the Issuers' officers and employees and any other expenses of the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. (h) Neither of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the Closing Date specified under "Blackout" in the Terms Agreement.

Certain Agreements of the Issuers. Each of the Issuers agrees with the several Underwriters that in connection with each offering of Offered Securities: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBCCSFB, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC CSFB promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford CSFBC CSFB a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC CSFB promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers promptly will notify CSFBC CSFB of such event and will promptly prepare and file with the Commission, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBCCSFB's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (e) The Issuers will furnish to CSFBC CSFB copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC CSFB reasonably requests. Each of the Issuers, jointly and severally, will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Issuers will cooperate with the Underwriters and counsel thereto in connection with the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as CSFBC CSFB designates and the continuation of such qualifications in effect so long as required for the distribution of the Offered Securities. Notwithstanding the foregoing, the Issuers shall not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject (except service of process with respect to the offering and sale of the Offered Securities). (g) Each of the Issuers, jointly and severally, will pay for (i) all expenses incident to the performance of their obligations under the Terms Agreement (including the provisions of this Agreement), (ii) any filing fees or other expenses (including fees and disbursements of counsel) in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as CSFBC CSFB may designate and the printing of memoranda relating thereto, (iii) any fees charged by investment rating agencies for the rating of the Offered Securities, (iv) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any travel expenses of the Issuers' officers and employees and any other expenses of the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. (h) Neither of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC CSFB for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the Closing Date specified under "Blackout" in the Terms Agreement. (i) In connection with the offering of the Offered Securities, until CSFB shall have notified the Issuers and any Underwriters of the completion of the initial sale by the Issuers to CSFB of the Offered Securities, none of the Issuers or any of their affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; none of the Issuers or any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities.

Certain Agreements of the Issuers. Each of the Issuers agrees Operating Partnerships and the General Partners. The Issuers, the Operating Partnerships and the General Partners jointly and severally agree with the several Underwriters that in connection with each offering of Offered SecuritiesUnderwriter that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (1) or (2) (or, if applicable and if as consented to by CSFBC, subparagraph (5)the Underwriter) of Rule 424(b) not later than the second business day following the execution and delivery of this Agreement (or, if applicable and if consented to by the Terms AgreementUnderwriter, subparagraph (4) or (5)). The Issuers will advise the Underwriter promptly of any such filing pursuant to Rule 424(b). (b) The Issuers will advise CSFBC the Underwriter promptly of any proposal to amend or supplement the Registration Statement or any additional registration statement as filed or the related prospectus or the Prospectus and will afford CSFBC a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplement (except for reports filed under the Securities Exchange Act or 1934, as amended, the "EXCHANGE ACT") to the extent the Underwriter reasonably objects to such amendment or supplement after receiving a final draft copy thereof from the Issuers; and the Issuers will also advise CSFBC the Underwriter promptly of the filing of any such amendment or supplement of the Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort their best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities Notes is required to be delivered under the Act in connection with sales by any the Underwriter or any dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers will promptly will notify CSFBC the Underwriter of such event and will promptly prepare and file with the Commission, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBCthe Underwriter's consent to, nor the Underwriters' Underwriter's delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. The Underwriter will advise the Issuers that it has completed the distribution of the Notes by the close of business on the day following the completion of such distribution. (d) As soon as practicable, but not later than 18 monthsthe Availability Date (as defined below), after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date Effective Time of the Registration Statement" (as defined in Rule 158(c) of the Act), Statement which will satisfy the provisions of Section 11(a) of the Act. (e) The Issuers will furnish to CSFBC copies . For the purpose of the Registration Statementpreceding sentence, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, "AVAILABILITY DATE" means the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably requests. Each 45th day after the end of the Issuersfourth fiscal quarter following the fiscal quarter that includes such Effective Time, jointly and severallyexcept that, will pay if such fourth fiscal quarter is the expenses of printing and distributing to the Underwriters all such documents. (f) The Issuers will cooperate with the Underwriters and counsel thereto in connection with the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as CSFBC designates and the continuation of such qualifications in effect so long as required for the distribution of the Offered Securities. Notwithstanding the foregoing, the Issuers shall not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject (except service of process with respect to the offering and sale of the Offered Securities). (g) Each of the Issuers, jointly and severally, will pay for (i) all expenses incident to the performance of their obligations under the Terms Agreement (including the provisions of this Agreement), (ii) any filing fees or other expenses (including fees and disbursements of counsel) in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as CSFBC may designate and the printing of memoranda relating thereto, (iii) any fees charged by investment rating agencies for the rating of the Offered Securities, (iv) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any travel expenses last quarter of the Issuers' officers and employees and any other expenses of fiscal year, "AVAILABILITY DATE" means the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. (h) Neither of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning at the time of execution of the Terms Agreement and ending the number of days 90th day after the Closing Date specified under "Blackout" in the Terms Agreementend of such fourth fiscal quarter.

Certain Agreements of the Issuers. Each The Company and as applicable, each of the Issuers Issuers, agrees with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (orCompany, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery on behalf of all of the Terms Agreement. (b) The Issuers Issuers, will advise CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Circular and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. supplementation without CSFBC's consent (c) which consent shall not be unreasonably withheld). If, at any time when a prospectus relating prior to the Offered Securities is required to be delivered under completion of the Act in connection with sales resale of the Notes by any Underwriter or dealerthe Purchasers, any event occurs as a result of which the Prospectus Offering Circular as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Prospectus Offering Circular to comply with the Actany applicable law, the Issuers Company, on behalf of all of the Issuers, promptly will notify CSFBC of such event and promptly will promptly prepare and file with the Commissionprepare, at their its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the UnderwritersPurchasers' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers Company will furnish to CSFBC copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementoffering circular, the Prospectus Offering Circular and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably requests. Each At any time when the Offered Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and the Issuers are not subject to Section 13 or 15(d) of the IssuersExchange Act, jointly the Company will promptly (or, in the case of any information relating to the Guarantors, upon request) furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and severallyprospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers Company will cooperate with the Underwriters and counsel thereto in connection with arrange for the qualification of the Offered Securities Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC reasonably designates and the continuation of will continue such qualifications in effect so long as reasonably required for the distribution initial resale of the Offered Securities. Notwithstanding Notes by the foregoingPurchasers, provided that none of the Issuers shall not will be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they or to subject any Issuer to taxation in respect of doing business in any state or jurisdiction in which such Issuer is not otherwise so subject. (d) During the period of two years hereafter, unless such documents are not then so subject available electronically via the Electronic Data Gathering, Analysis, and Retrieval (except service XXXXX) system or any successor system maintained by the Commission, the Issuers will furnish to CSFBC and, upon request, to each of process with respect the other Purchasers, (i) as soon as available, a copy of each report or other document furnished by the Issuers to the offering Commission pursuant to Rule 12g3-2(b) under the Exchange Act. (e) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFBC, each of the other Purchasers and sale any holder of Notes a copy of the restrictions on transfer applicable to the Notes. (f) During the period of two years after the Closing Date, the Company will not, and will not permit any of their respective affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities)Securities that have been reacquired by any of them, except for Notes purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act. (g) Each During the period of two years after the Closing Date, none of the IssuersIssuers will be or become an open-end investment company, jointly and severally, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (h) The Company will pay for (i) all expenses incident incidental to the performance of their its obligations under this Agreement, the Terms Agreement Indenture and the Registration Rights Agreement, including (including i) the provisions fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Notes and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement), the Registration Rights Agreement, the Notes, the Indenture, the Offering Circular and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Notes and, as applicable, the Exchange Securities; (iiiii) the cost of qualifying the Notes for trading in The Portal Market ("PORTAL") of The Nasdaq Stock Market, Inc. and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities; (v) any filing fees or other expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Registered Notes or the Exchange Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as CSFBC may designate reasonably designates and the printing of memoranda relating thereto, ; (iiivi) any fees charged by investment rating agencies for the rating of the Offered Securities, Securities or the Exchange Securities and (ivvii) expenses incurred in distributing preliminary offering circulars and the Offering Circular (including any applicable filing fee incident to, amendments and supplements thereto) to the review by Purchasers. The Company will reimburse the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any Purchasers for all travel expenses of the Purchasers' and the Issuers' officers and employees and any other expenses of the Purchasers and the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to Notes from the Prospectus to the UnderwritersPurchasers. (hi) Neither In connection with the offering, until CSFBC shall have notified the Company and the other Purchasers of the completion of the resale of the Notes, neither the Company nor any of their respective affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Notes or attempt to induce any person to purchase any Notes; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Notes. (j) For a period of 180 days after the date of the initial offering of the Offered Securities by the Purchasers, the Issuers will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor or file with the Commission a registration statement under the Securities Act relating to with respect to, any United States dollar-denominated debt securities issued or guaranteed by the Issuers any Issuer and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledgepledge or disposition, disposition or filing, without except (i) issuances of Exchange Securities pursuant to the prior written consent of CSFBC for a period beginning at the time of execution of the Terms Registration Rights Agreement and ending the number of days after the Closing Date specified under "Blackout" in the Terms Agreement.or (ii) promissory notes or

Certain Agreements of the Issuers. Each of the Issuers Issuers, jointly and severally, agrees with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers Company will advise CSFBC CSFB promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Circular and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement without CSFB's consent (which consent shall not be unreasonably withheld or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) delayed). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealer, Purchasers any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers Company promptly will notify CSFBC CSFB of such event and promptly will promptly prepare and file with the Commissionprepare, at their its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such complianceomission. Neither CSFBCCSFB's consent to, nor the UnderwritersPurchasers' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers Company will furnish to CSFBC CSFB copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementPreliminary Offering Circular, the Prospectus Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC CSFB reasonably requests. Each At any time when the Company is not subject to Section 13 or 15(d) of the IssuersExchange Act, jointly and severallyany Offered Securities remain "restricted securities" within the meaning of the Securities Act, the Company will promptly furnish or cause to be furnished to CSFB (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers will cooperate with the Underwriters and counsel thereto in connection with use all commercially reasonable efforts to obtain the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC CSFB designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoingPurchasers, provided that neither the Issuers shall not Company nor any Guarantor will be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they are not then so subject state. (except service d) During the period of process with respect two years after the Closing Date, the Company and Dynegy Inc. will, upon request, furnish to CSFB, each of the offering other Purchasers and sale any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities). (e) During the period of five years hereafter, unless such documents are available electronically via the XXXXX system maintained by the Commission, the Company and Dynegy Inc. will furnish to CSFB and, upon request, to each of the other Purchasers, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company and Dynegy Inc. will furnish to CSFB and, upon reasonable request, to each of the other Purchasers (i) as soon as available, a copy of each report and any definitive proxy statement of the Company and Dynegy Inc. mailed to stockholders, and (ii) the information required to be provided to the Trustee for the Offered Securities pursuant to the Indenture. (f) Subject to the Purchasers' compliance with its representations and warranties and agreements set forth in Section 4 hereof, the Issuers consent to the use of the Offering Document, and any amendments and supplements thereto required pursuant to Section 5(a) hereto, by the Purchasers. (g) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them, unless such Offered Securities are resold in a transaction registered under the Securities Act. (h) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (i) Each of the Issuers, Issuers jointly and severally, will severally agree to pay for (i) all expenses incident incidental to the performance of their its obligations under the Terms Agreement Operative Documents including (including i) the provisions fees and expenses of this Agreement)the Trustee and the Collateral Agent and their respective professional advisers, (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of the Preliminary Offering Circular and the Offering Circular and amendments and supplements thereto, and any filing fees or other document relating to the issuance, offer, sale and delivery of the Offered Securities, (iii) the cost of qualifying the Offered Securities for trading in The Portal/SM/ Market ("PORTAL") of The Nasdaq Stock Market, Inc. and any expenses incidental thereto, (iv) for any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Offered Securities for sale and any determination of their eligibility for investment under the state securities laws of such jurisdictions as CSFBC may designate provided in Section 5(c) and the printing of memoranda relating thereto, (iiiv) for any fees charged by investment rating agencies for the rating of the Offered Securities, and (ivvi) for expenses incurred in distributing the Preliminary Offering Circular and the Offering Circular (including any applicable filing fee incident to, amendments and supplements thereto) to the review by Purchasers. The Company will reimburse the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any Purchasers for all travel expenses of the Issuers' Purchasers and the Company's officers and employees and any other expenses of the Issuers Purchaser and the Company in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersOffered Securities. (hj) Neither In connection with the offering, until CSFB shall have notified the Company and the other Purchasers, which notice shall be promptly provided upon the written request of the Issuers Company, of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (k) For a period from the date of the initial offering of the Offered Securities by the Purchasers to the Closing Date, the Company and each of the Guarantors will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to any United States dollar-denominated debt securities issued or guaranteed by the Issuers Company or any Guarantor and having a maturity of more than one year from the date of issueissue except issuances of Offered Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Offered Securities pursuant to the exercise of such options or publicly disclose the intention exercise of any other employee stock options outstanding on the date hereof; provided that this sentence shall not prohibit the offering, issuance and sale of the convertible subordinated debentures due 2023 of Dynegy Inc. and the guarantee of such debentures by the Company on or before the Closing Date or after the Closing Date pursuant to make an option granted to the initial purchasers thereof. Neither the Company nor any Guarantor will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition or filing, without would cause the prior written consent of CSFBC for a period beginning at the time of execution exemption afforded by Section 4(2) of the Terms Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities. (l) The Company will apply the net proceeds from the sale of the Offered Securities to be sold by it hereunder substantially in accordance with the description set forth in the Offering Document under the caption "Use of Proceeds." (m) Except as stated in this Agreement and ending in the number Offering Document, neither the Issuers nor any of days after their respective affiliates have taken, nor will any of them take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company or any of the Guarantors to facilitate the sale or resale of the Offered Securities. (n) The Issuers will use their best efforts to permit the Offered Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in PORTAL and to permit the Offered Securities to be eligible for clearance and settlement through DTC. (o) The Issuers agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act), that would be integrated with the sale of the Offered Securities in a manner that would require the registration under the Securities Act of the sale to the Purchasers or the resale of the Offered Securities. (p) The Issuers agree to comply with all the terms and conditions of the Operative Documents and all agreements set forth in the representation letters of the Issuers to DTC relating to the approval of the Offered Securities by DTC for "book entry" transfer. (q) The Issuers will do and perform all things required or necessary to be done and performed under this Agreement by them prior to the Closing Date specified under "Blackout" in Date, and to satisfy all conditions precedent to the Terms AgreementPurchasers' obligations hereunder to purchase the Offered Securities.

Certain Agreements of the Issuers. Each of the Issuers Issuers, jointly and severally, agrees with the several Underwriters that in connection with each offering of Offered SecuritiesInitial Purchasers that: (a) As promptly as practicable following the Time of Sale, the Issuers will prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall consist of the Preliminary Offering Memorandum as modified only by the information contained in the Pricing Supplement. The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC promptly of any proposal to amend or supplement the Registration Statement Preliminary Offering Memorandum or the Prospectus and Pricing Supplement. The Issuers will afford CSFBC a reasonable opportunity not amend or supplement the Final Offering Memorandum prior to comment on any the Closing Date unless the Initial Purchasers shall not have objected to such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) . If, at any time when a prospectus relating prior to the Offered later of the Closing Date and the completion of the resale of the Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealerInitial Purchasers, any event occurs as a result of which the Prospectus Pricing Disclosure Package or the Final Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if in the judgment of the Xxxxxxx Xxxxx or counsel for the Initial Purchasers it is otherwise necessary at any time to amend or supplement the Prospectus Pricing Disclosure Package or the Final Offering Memorandum to comply with the Actlaw, the Issuers promptly will notify CSFBC Xxxxxxx Xxxxx of such event and promptly will promptly prepare and file with the Commissionprepare, at their own expense, an amendment or supplement which will correct such statement or omission omission. The Initial Purchasers’ delivery to offerees or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the Underwriters' delivery investors of, any such amendment or supplement shall not constitute a waiver of any of the conditions set forth in Section 5 4 hereof. Before making or distributing any Issuer Additional Communication, the Issuers will furnish to the Initial Purchasers a copy of such written communication for review and will not distribute any such written communication to which Xxxxxxx Xxxxx reasonably objects. Each of the Issuers hereby expressly acknowledges that the indemnification and contribution provisions of Sections 7 and 8 hereof are specifically applicable and relate to each offering memorandum, registration statement, prospectus, amendment or supplement referred to in this Section 3. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers will furnish to CSFBC the Initial Purchasers copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, Pricing Disclosure Package and the Prospectus Final Offering Memorandum and all amendments and supplements to such documents, in each case case, as soon as available and in such quantities as CSFBC the Initial Purchasers reasonably requestsrequest. Each of the Issuers, jointly and severally, will pay the expenses of printing and distributing to the Underwriters Initial Purchasers all such documents. (fc) The Issuers will cooperate with the Underwriters Initial Purchasers and counsel thereto in connection with the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States as CSFBC Xxxxxxx Xxxxx designates and the continuation of such qualifications in effect so long as required for the distribution resale of the Offered SecuritiesSecurities by the Initial Purchasers. Notwithstanding the foregoing, none of the Issuers shall not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject (except service of process with respect to the offering and sale of the Offered Securities). The Issuers will advise the Initial Purchasers promptly of the receipt by the Issuers of any notice with respect to any suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose that occurs during the period of one year after the Closing Date, and in the event of the issuance of any order suspending such qualification, registration or exemption during the period of one year after the Closing Date, each of the Issuers shall use its commercially reasonable efforts to obtain the withdrawal thereof. (gd) During the period of one year after the Closing Date, the Issuers will not, and will not permit any of their affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by any of them. (e) Each of the Issuers, jointly and severally, will pay for (i) all expenses incident incidental to the performance of their obligations under this Agreement, the Terms Agreement Indenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses (not including fees and expenses of Initial Purchasers’ counsel) of the provisions Issuers in connection with the execution, issue, authentication, packaging and initial delivery of the Securities and, as applicable, the Exchange Securities, the preparation and printing of this Agreement), the Registration Rights Agreement, the DTC Agreement, the Securities, the Indenture, Pricing Disclosure Package and the Final Offering Memorandum and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities and as applicable, the Exchange Securities; (iiiii) the cost of any advertising approved in advance by the Issuers in connection with the issue of the Securities; (iv) any filing fees or other expenses (including reasonable fees and disbursements of counselcounsel to the Initial Purchasers) incurred in connection with qualification of the Registered Securities or the Exchange Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States as CSFBC may designate Xxxxxxx Xxxxx designates and the printing of memoranda relating thereto, ; (iiiv) any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (ivvi) any applicable filing fee incident toexpenses incurred in distributing preliminary offering memoranda, the review by Pricing Disclosure Package and the National Association of Securities Dealers, Inc. Final Offering Memorandum (including any amendments and supplements thereto) to the Initial Purchasers. Each of the Registered SecuritiesIssuers, jointly and severally, will also pay or reimburse the Initial Purchasers (vto the extent incurred by them) any for all reasonable travel expenses of the Issuers' Initial Purchasers and the officers and employees of the Issuers and any other expenses of the Initial Purchasers and the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered the Securities from the Initial Purchasers, including net roadshows. (f) Each of the Issuers shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption “Use of Proceeds” in the Pricing Disclosure Package. (g) The Issuers will cooperate with the Initial Purchasers and (vi) expenses incurred in distributing use their commercially reasonable efforts to permit the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements Securities to be eligible for clearance and settlement through the Prospectus to facilities of the UnderwritersDepositary. (h) Neither Prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, each of the Issuers shall file, on a timely basis, with the Commission and the New York Stock Exchange (“NYSE”) all reports and documents required to be filed under Section 13 or 15 of the Exchange Act. At any time when an Issuer is not subject to Section 13 or 15(d) of the Exchange Act and the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, for the benefit of holders and beneficial owners from time to time of the Securities, such Issuer shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities information satisfying the requirements of Rule 144A(d)(4) under the Securities Act. (i) In connection with the offering, until Xxxxxxx Xxxxx shall have notified the Issuers and the other Initial Purchasers of the completion of the resale of the Securities, none of the Issuers or any of their affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Securities or attempt to induce any person to purchase any Securities; none of the Issuers or any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (j) Except for the Exchange Offer Registration Statement, during the period beginning on the date hereof through and including the date that is 45 days after the date hereof, none of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor or file with the Commission a registration statement under the Act relating to to, any United States dollar-denominated debt securities issued or guaranteed by any of the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, in each case without the prior written consent of CSFBC Xxxxxxx Xxxxx. (k) None of the Issuers will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Securities. (l) Each certificate for a period beginning at Security will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time of execution period and upon the other terms stated in the Preliminary Offering Memorandum. (m) Except as stated in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum, the Issuers will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the Terms Agreement and ending price of the number Securities. Xxxxxxx Xxxxx, on behalf of days after the Closing Date specified under "Blackout" several Initial Purchasers, may, in its sole discretion, waive in writing the Terms Agreementperformance by an Issuer of any one or more of the foregoing covenants or extend the time for their performance.

Certain Agreements of the Issuers. Each of the The Issuers agrees agree, jointly and severally, with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC NatWest promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Document and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) supplementation without NatWest's consent. If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealerPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers promptly will notify CSFBC NatWest of such event and promptly will promptly prepare and file with the Commissionprepare, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such complianceomission. Neither CSFBCNatWest's consent to, nor the UnderwritersPurchasers' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6 hereto. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers will furnish to CSFBC NatWest copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementoffering circular, the Prospectus Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC NatWest reasonably requests. Each , and the Issuers will furnish to NatWest on the Closing Date seven copies of the Offering Document signed by a duly authorized officer of each of the Issuers. At any time when any of the Issuers is not subject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, jointly the Issuers will promptly furnish or cause to be furnished to each of the Purchasers upon request and, upon request of holders and severallyprospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuers will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers will cooperate with the Underwriters and counsel thereto NatWest in connection with arranging for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States as CSFBC NatWest designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoingPurchasers, provided that neither of the Issuers shall not nor any of the Company will be required to qualify as a foreign corporation or partnership, as the case may be, to file a general consent to service of process in any jurisdiction in which they are not so qualified such state or subject themselves itself to taxation in excess of a nominal dollar amount in any such jurisdiction state where they are it is not then so subject subject. (except service d) During the period of process five years after the Closing Date, the Issuers will furnish, upon request, to NatWest and to each of the other Purchasers, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Issuers will furnish, upon request, to NatWest and to each of the other Purchasers (i) as soon as available, a copy of each report or financial statement furnished to or filed with respect the Commission or any securities exchange on which any class of securities of either of the Issuers is listed, and (ii) from time to time, such other information concerning the Issuers as NatWest may reasonably request. (e) During the period of two years after the Closing Date, the Issuers will, upon request, furnish to NatWest, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the offering Offered Securities. (f) During the period of two years after the Closing Date, the Issuers will not, and sale will not permit any of its affiliates (as defined in Rule 144) to, resell any of the Offered Securities)Securities that have been reacquired by any of them. (g) Each None of the IssuersIssuers will be or become, jointly and severallyan open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, or is, or will be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) The Issuers will pay for (i) all expenses incident (together with VAT where applicable) incidental to the performance of their obligations under this Agreement, the Terms Agreement Registration Rights Agreement, the Indentures, the Note Depositary Agreement, the Security Documents and the Warrant Agreement, including (including i) the provisions fees and expenses of the Trustees, the Book-Entry Depositary, the Collateral Agent, the Warrant Agent and their professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement), the Registration Rights Agreement, the Offered Securities, the Indentures, the Note Depositary Agreement, the Security Documents, the Warrant Agreement, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iiiii) the cost of qualifying the Offered Securities for trading in the Private Offerings, Resale and Trading through Automated Linkages (PORTAL) market and the approval of the Offered Securities for book-entry transfer by DTC, and, in each case, any filing fees expenses incidental thereto; and (iv) the cost of any advertising approved by the Issuers in connection with the issue of the Offered Securities. The Issuers will also pay or other reimburse the Purchasers (to the extent incurred by them) for any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Offered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States as CSFBC may designate NatWest designates and the printing of memoranda relating thereto, (iii) for any fees charged by investment rating agencies for the rating of the Offered Securities, (iv) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any for all travel expenses of the Purchasers', the Note Issuers' and the Company's officers and employees and any other expenses of the Purchasers, the Note Issuers and the Company in connection with attending or hosting meetings with prospective purchasers of Registered the Offered Securities from the Purchasers and (vi) for expenses incurred in distributing preliminary offering circulars and the Prospectus, Offering Document (including any preliminary prospectuses, any preliminary prospectus amendments and supplements or any other amendments or supplements thereto) to the Prospectus to the UnderwritersPurchasers. (hi) Neither In connection with the offering, until NatWest shall have notified the Issuers and the other Purchasers of the completion of the resale of the Offered Securities, neither the Issuers nor any of their affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which they or any of their affiliates have a beneficial interest in any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither the Issuers nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) The Issuers will indemnify and hold harmless the Purchasers against any documentary, stamp or similar issuance tax imposed by Thailand, the Cayman Islands or the United States (or any State thereof), including any interest and penalties, on the creation, issuance and sale of the Offered Securities and on the execution and delivery of this Agreement. All payments to be made by the Issuers hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges imposed by Thailand or the Cayman Islands unless the Issuers are compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Issuers shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made; provided that the Issuers shall not pay such additional amounts with respect to any taxes, duties or charges that would be required to be withheld or deducted that would not have been imposed (i) but for the existence of any present or former connection between the payee and Thailand or the Cayman Islands, as the case may be, other than the issuance and sale of the Offered Securities; or (ii) to the extent that such taxes, duties or charges that would be required to be withheld or deducted could have been reduced or eliminated by a payee's providing a document, form or certificate at the request of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity or to the relevant tax authority. (k) The Issuers will cause each Offered Security to bear the legend set forth in the form of more than one year note attached as Exhibit 1 to the Rule 144A/Regulation S Appendix to each Indenture or the form of warrant attached as Exhibit A to the Warrant Agreement, as the case may be, until such legend shall no longer be necessary or advisable because the Offered Securities are no longer subject to the restrictions on transfer described therein. (l) The proceeds to the Note Issuers from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning at the time of execution offering of the Terms Agreement and ending the number of days after the Closing Date specified under "Blackout" Offered Securities will be used as described in the Terms AgreementOffering Document.

Certain Agreements of the Issuers. Each The Issuers, jointly and severally, agree with each of the Issuers agrees with the several Underwriters that in connection with each offering of Offered Securitiesthat: (a) The Issuers will file the Prospectus with in a form approved by the Commission Representatives pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) 424 under the Securities Act not later than the Commission’s close of business on the second business day Business Day following the execution and delivery date of determination of the Terms Agreementoffering price of the Securities or, if applicable, such earlier time as may be required by Rule 424(b). (b) The Issuers will advise CSFBC the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus between the date hereof and the Closing Date (the information contained in such proposal to be held in confidence by the Representatives until the public disclosure thereof by the Issuers). The Issuers will afford CSFBC a reasonable opportunity to comment on not effect any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly supplementation of the Registration Statement or the Prospectus without the Representatives’ consent, which shall not be unreasonably withheld. From the Closing Date and for as long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, the Company will notify the Representatives promptly following the filing by the Company with the Commission of any such amendment documents that are incorporated by reference into the Registration Statement or supplement the Prospectus and promptly following the Company becoming aware of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof thereof, and the Company will use every its reasonable effort best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. . During such period (cafter the first date of the public offering of the Securities) If, at any time when in which a prospectus relating to the Offered Securities is required by law to be delivered under the Act in connection with sales by any Underwriter an underwriter or dealer, if any event occurs as a result of which which, or in the reasonable opinion of counsel for the Issuers, the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary necessary, in the reasonable opinion of counsel for the Issuers or otherwise, at any such time to amend or supplement the Prospectus to comply with the Actany applicable law, the Issuers Company promptly will notify CSFBC the Representatives of such event and promptly will promptly prepare and file with the Commissionprepare, at their its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's the Representatives’ consent to, nor the Underwriters' Representatives’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof5. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (ec) The Issuers Company will furnish to CSFBC the Representatives copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all any amendments and supplements to such documentsthereto, in each case as soon as available and in such quantities as CSFBC the Representatives reasonably requestsrequest. Each of the Issuers, jointly and severally, The Company will pay the expenses of printing and distributing to the Underwriters Representatives all such documents. (fd) The Issuers will cooperate with the Underwriters and counsel thereto in connection with arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions states in the United States as CSFBC designates the Representatives may reasonably designate and the continuation of will continue such qualifications in effect so long as reasonably required for the distribution of the Offered Securities. Notwithstanding Securities by the foregoing, Underwriters; provided that in connection therewith none of the Issuers shall not will be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they state. (e) So long as any of the Securities are not then so subject (except service of process with respect outstanding, the Company will furnish to the offering Representatives, from time to time, copies of all reports or other communications furnished to holders of Securities and sale copies of any reports and financial statements filed with the Commission. (f) During the period of two years after the Closing Date, none of the Offered Securities)Issuers will be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) Each of the Issuers, jointly and severally, The Company will pay for (i) all expenses incident incidental to the performance of their the Issuers’ obligations under this Agreement and the Terms Agreement Indenture including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Indenture, the Registration Statement, the Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (iii) the cost of any advertising approved by the Company in connection with the issue of the Securities, (iv) any expenses (including the provisions of this Agreement), (ii) any filing fees or other expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as CSFBC may the Representatives designate (subject to the limitations set forth in paragraph (d) above) and the printing of memoranda relating thereto, (iiiv) any fees charged by investment rating agencies for the rating of the Offered Securities, and (ivvi) expenses incurred in distributing the Prospectus (including any applicable filing fee incident to, amendments and supplements thereto) to the review by Representatives. The Company will reimburse the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any Underwriters for all travel expenses of the Issuers' Underwriters and the Company’s officers and employees and any other expenses of the Issuers Underwriters and the Company in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersSecurities. (h) Neither of In connection with the offering, until and including the Business Day following the Closing Date, neither the Issuers nor any of their affiliates have or will, either alone or with one or more other persons, bid for or purchase for any account in which they or any of their affiliates have a beneficial interest in any Securities or attempt to induce any person to purchase any Securities; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) The Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor or file with the Commission a registration statement under the Securities Act relating to to, United States dollar-denominated debt securities issued or guaranteed by the Issuers Company and having a maturity of more than one year from the date of issue, or publicly disclose other than under any credit facility of the intention to make any such offer, sale, pledge, disposition or filingCompany, without the prior written consent of CSFBC the Representatives, which shall not be unreasonably withheld or delayed, for a period beginning at the time of execution of the Terms this Agreement and ending the number of days after on the Closing Date specified under "Blackout" in or the Terms Agreementfailure of the consummation of the purchase and sale of the Securities as contemplated by Section 3 hereof.

Certain Agreements of the Issuers. Each of the The Issuers agrees each agree with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC CSFB promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Document and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) supplementation without CSFB's consent. If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealerPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers promptly will notify CSFBC CSFB of such event and promptly will promptly prepare and file with the Commissionprepare, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such complianceomission. Neither CSFBCCSFB's consent to, nor the UnderwritersPurchasers' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers will furnish to CSFBC CSFB copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementoffering circular, the Prospectus Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably CSFB requests. Each , and the Issuers will furnish to CSFB on the date hereof three copies of the IssuersOffering Document signed by a duly authorized officer of the Escrow Company, jointly one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or cause to be furnished to CSFB (and, upon request, to each of the other Purchasers) and, upon request of holders and severallyprospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuers will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers will cooperate with the Underwriters and counsel thereto in connection with arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC CSFB designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoing, Purchasers; PROVIDED that none of the Issuers shall not will be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they are not then so subject state. (except service d) During the period of process with respect two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the offering other Purchasers and sale any holder of the Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities). (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, none of the Issuers will be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) Each of the Issuers, Issuers jointly and severally, will severally agree to pay for (i) all expenses incident incidental to the performance of their its obligations under the Terms Agreement Transaction Documents, including (including i) the provisions fees and expenses of this the Trustee and its professional advisers and the Escrow Agent and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of the Transaction Documents, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable, the Exchange Securities; (iiiii) the cost of listing the Offered Securities and qualifying the Offered Securities for trading in The Portal(SM) Market ("PORTAL") and any filing fees or other expenses incidental thereto; (iv) for any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Offered Securities or the Exchange Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC may designate CSFB designates and the printing of memoranda relating thereto, ; (iiiv) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (ivvi) for expenses incurred in distributing preliminary offering circulars and the Offering Document (including any applicable filing fee incident toamendments and supplements thereto) to the Purchasers. The Issuers agree, jointly and severally, to pay or reimburse the review Purchasers (to the extent incurred by the National Association of Securities Dealers, Inc. of the Registered Securities, (vthem) any for all travel expenses of the Purchasers and the Issuers' officers and employees and any other expenses of the Purchasers and the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered the Offered Securities and (vi) expenses incurred in distributing from the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersPurchasers. (h) Neither In connection with the offering, until CSFB shall have notified the Note Issuers and the other Purchasers of the Issuers completion of the resale of the Offered Securities, none of the Escrow Company, the Company nor any of their affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (i) For a period of 90 days after the date of the initial offering of the Offered Securities by the Purchasers or until a Special Mandatory Repurchase Date, if any, the Escrow Company and the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor or file with the Commission a registration statement under the Securities Act relating to to, any United States dollar-denominated debt securities issued or guaranteed by any of the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning CSFB. The Company will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the time of execution exemption afforded by Section 4(2) of the Terms Agreement Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and ending sale of the number Offered Securities. (j) The Escrow Company, the Company and the Guarantors will use the proceeds from the sale of days the Offered Securities in the manner described in the Offering Document under the caption "Use of Proceeds," unless the Escrow Company is required redeems the Offered Securities pursuant to a Special Mandatory Redemption (as defined in the Offering Document). (k) The Escrow Company will deposit the gross proceeds from the offering of the Offered Securities and the Company will deposit such additional funds (which together with the proceeds deposited by the Escrow Company will equal 100% of the aggregate principal amount of the Offered Securities plus accrued interest on the Offered Securities up to but not including the 120th day after the Closing Date specified under "Blackout" issuance of the Offered Securities (expected to be August 28, 2004)), in the Terms Escrow Account and will comply with all their respective agreements set forth in the Escrow Agreement. (l) The Issuers will use their best efforts to permit the Offered Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in PORTAL and to permit the Offered Securities to be eligible for clearance and settlement through DTC. (m) The Issuers agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act), that would be integrated with the sale of the Offered Securities in a manner that would require the registration under the Securities Act of the sale to the Purchasers or the resale of the Offered Securities. (n) The Issuers agree to comply with all the terms and conditions of the Transaction Documents and all agreements set forth in the representation letter of the Escrow Company to DTC relating to the approval of the Offered Securities by DTC for "book entry" transfer. (o) Upon consummation of the Reorganization, the Company will maintain disclosure controls and procedures (as defined in Rule 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported in accordance with the Exchange Act and the rules and regulations thereunder. Upon consummation of the Reorganization, the Company will carry out evaluations, under the supervision and with the participation of the Company's management, of the effectiveness of the design and operation of the Company's disclosure controls and procedures in accordance with Rule 15d-15 of the Exchange Act. (p) The Issuers will do and perform all things required or necessary to be done and performed under this Agreement by them prior to the Closing Date, and to satisfy all conditions precedent to the Purchasers' obligations hereunder to purchase the Offered Securities.

Certain Agreements of the Issuers. Each of the Issuers Issuer covenants and agrees with the several Underwriters that in connection with each offering of Offered SecuritiesInitial Purchasers as follows: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating prior to the Offered Securities is required to be delivered under 90th day following the Act in connection with sales by any Underwriter or dealerClosing Date, any event occurs involving such Issuer shall occur as a result of which the Prospectus Final Memorandum (as then amended or supplemented supplemented) would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend such Issuer will immediately notify the Prospectus to comply with the Act, the Issuers promptly will notify CSFBC of such event Initial Purchasers and will promptly prepare and file with furnish to the Commission, at their own expense, Initial Purchasers an amendment or supplement which to the Final Memorandum that will correct such statement or omission omission. Such Issuer will not at any time amend or an amendment which will effect such compliance. Neither CSFBC's consent to, nor supplement the Underwriters' delivery of, any such Final Memorandum (i) prior to having furnished the Initial Purchasers with a copy of the proposed form of the amendment or supplement and giving the Initial Purchasers a reasonable opportunity to review the same or (ii) in a manner to which the Initial Purchasers or their counsel shall constitute a waiver of any of the conditions set forth in Section 5 hereofobject. (db) As soon as practicable, but not later than 18 months, after During the date of each Terms Agreement, each of the Issuers will make generally available period referred to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the ActSection 6(a), which will satisfy the provisions of Section 11(a) of the Act. (e) The Issuers such Issuer will furnish to CSFBC the Initial Purchasers, without charge, copies of the Registration Statement, Final Memorandum (including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementexhibits and documents incorporated by reference therein), the Prospectus Transaction Documents, and all amendments and or supplements to such documents, in each case as soon as reasonably available and in such quantities as CSFBC the Initial Purchasers may from time to time reasonably requests. Each of the Issuers, jointly and severally, will pay the expenses of printing and distributing to the Underwriters all such documentsrequest. (fc) The Issuers At all times during the course of the private placement contemplated hereby and prior to the Closing Date, (i) such Issuer will cooperate with make available to each offeree the Underwriters Additional Offering Documents and counsel thereto information concerning any other relevant matters, as they or any of their affiliates possess or can acquire without unreasonable effort or expense, as determined in good faith by them, (ii) such Issuer will provide each offeree the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and to obtain any additional information, to the extent they or any of their affiliates possess such information or can acquire it without unreasonable effort or expense such information is not of a commercially sensitive nature, and to the extent the provision thereof is not prohibited by applicable law (as determined in good faith by them), necessary to verify the accuracy of the information furnished to the offeree, (iii) such Issuer will not publish or disseminate any material in connection with the qualification offering of such Issuer’s Offered Notes except as contemplated herein or as consented to by the Initial Purchasers, (iv) such Issuer will advise the Initial Purchasers promptly of the Offered Securities for receipt by such Issuer of any communication from the SEC or any state securities authority concerning the offering or sale and the determination of their eligibility for investment under the laws of such jurisdictions as CSFBC designates and Issuer’s Offered Notes, (v) such Issuer will advise the continuation of such qualifications in effect so long as required for the distribution Initial Purchasers promptly of the Offered Securities. Notwithstanding the foregoing, the Issuers shall not be required commencement of any lawsuit or proceeding to qualify as which such Issuer is a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject (except service of process with respect party relating to the offering and or sale of such Issuer’s Offered Notes, and (vi) such Issuer will advise the Initial Purchasers of the suspension of the qualification of such Issuer’s Offered Securities)Notes for offering or sale in any jurisdiction, or the initiation or threat of any procedure for any such purpose. (gd) Each Such Issuer will furnish, upon the written request of any Holder or of any owner of a beneficial interest therein, such information as is specified in paragraph (d)(4) of Rule 144A under the Issuers, jointly and severally, will pay for Securities Act (i) all expenses incident to the performance of their obligations under the Terms Agreement (including the provisions of this Agreement)such Holder or beneficial owner, (ii) any filing fees to a prospective purchaser of such Offered Note or other expenses interest therein who is a QIB designated by such Holder or beneficial owner, or (including fees and disbursements of counseliii) to the Indenture Trustee for deliver to such Holder, beneficial owner or prospective purchaser, in order to permit compliance by such Holder or beneficial owner with Rule 144A in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws resale of such jurisdictions as CSFBC may designate and the printing of memoranda relating theretoOffered Note or beneficial interest therein by such holder or beneficial owner in reliance on Rule 144A unless, (iii) any fees charged by investment rating agencies for the rating of the Offered Securities, (iv) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any travel expenses of the Issuers' officers and employees and any other expenses of the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. (h) Neither of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning at the time of execution such request, (x) the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Terms Agreement and ending Securities Exchange Act of 1934 or (y) none of the number Offered Notes remain outstanding or (z) the Offered Notes are no longer “restricted securities” within the meaning of days after Rule 144(a)(3) under the Closing Date specified under "Blackout" Securities Act. (e) Except as otherwise provided in the Terms AgreementIndenture, each of such Issuer’s Offered Notes will contain a legend to the effect set forth in the form of Notice to Investors attached as Exhibit A hereto.

Certain Agreements of the Issuers. Each of the The Issuers agrees jointly and severally agree with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC Credit Suisse promptly of any proposal to amend or supplement the Registration Statement Preliminary or the Prospectus Final Offering Circular and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its liftingsupplementation without Credit Suisse’s consent, if issued. (c) which Credit Suisse shall not unreasonably withhold. If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter Purchasers, there occurs an event or dealer, any event occurs development as a result of which any document included in the Prospectus as then amended Preliminary or supplemented Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeprevailing at such time, not misleading, or if it is necessary at any such time to amend or supplement the Prospectus Preliminary or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material to comply with the Actany applicable law, the Issuers Company promptly will notify CSFBC Credit Suisse of such event and promptly will promptly prepare and file with the Commissionprepare, at their its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such complianceomission. Neither CSFBC's Credit Suisse’s consent to, nor the Underwriters' Purchasers’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 6. The first sentence of this subsection does not apply to statements in or omissions from any document in the Preliminary or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material made in reliance upon and in conformity with written information furnished to the Company by any Purchaser through Credit Suisse specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers will furnish to CSFBC Credit Suisse copies of the Registration StatementPreliminary Offering Circular, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementeach other document comprising a part of the General Disclosure Package, the Prospectus and Final Offering Circular, all amendments and supplements to such documentsdocuments and each item of Supplemental Marketing Material, in each case as soon as available and in such quantities as CSFBC reasonably Credit Suisse requests. Each , and the Company will furnish to Credit Suisse on the date hereof three copies of each of the Issuersforegoing documents signed by a duly authorized officer of the Company, jointly one of which in the case of the Preliminary Offering Circular and severallyFinal Offering Circular will include the independent accountants’ reports manually signed by such independent accountants. At any time when the Company is not subject to Section 13 or 15(d) of or otherwise filing reports in accordance with the Exchange Act, the Company will promptly furnish or cause to be furnished to Credit Suisse and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers Company will cooperate with the Underwriters and counsel thereto in connection with arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC Credit Suisse designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoingPurchasers, provided that the Issuers shall Company will not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they are not then so subject jurisdiction. (except service d) During the period of process with respect two years after the Closing Date, the Company will, upon request, furnish to Credit Suisse, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the offering Offered Securities. (e) During the period of two years after the Closing Date, the Company will not, and sale will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities)Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, no Issuer will be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) Each of the Issuers, jointly and severally, The Company will pay for (i) all expenses incident incidental to the performance of their its obligations under this Agreement, the Terms Agreement Indenture and the Registration Rights Agreement, including (including i) the provisions fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Registration Rights Agreement, the Offered Securities, the Indenture, the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable, the Exchange Securities; (iii) the reasonable out-of-pocket expenses of the Purchasers in connection with the offering of the Offered Securities (including, without limitation, road show expenses) and the negotiation, preparation, execution and delivery of the General Disclosure Package and the Final Offering Circular and the Basic Documents (including, without limitation, 50% of the fees, expenses and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Purchasers), ; (iiiv) the cost of qualifying the Offered Securities for trading in The PortalSM Market (“PORTAL”) and any expenses incidental thereto; (v) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities (vi) any filing fees or other expenses (including fees and disbursements of the Purchasers’ counsel) incurred in connection with qualification of the Registered Offered Securities or the Exchange Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC may designate Credit Suisse designates and the printing of memoranda relating thereto, (iiivii) any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (ivviii) expenses incurred in distributing the Preliminary Offering Circular, any applicable filing fee incident toother documents comprising any part of the General Disclosure Package, the review Final Offering Circular (including any amendments and supplements thereto) and any Supplemental Marketing Material to the Purchasers. The Company will also pay or reimburse the Purchasers (to the extent incurred by the National Association of Securities Dealers, Inc. of the Registered Securities, (vthem) any for all travel expenses of the Purchasers and the Issuers' ’ officers and employees and any other expenses of the Purchasers and the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered the Offered Securities and (vi) expenses incurred in distributing from the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersPurchasers. (h) Neither In connection with the offering, until Credit Suisse shall have notified the Company and the other Purchasers of the Issuers completion of the resale of the Offered Securities, no Issuer nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will offermake bids or purchases for the purpose of creating actual, sellor apparent, contract to sellactive trading in, pledge or otherwise dispose of raising the price of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the Closing Date specified under "Blackout" in the Terms AgreementOffered Securities.

Certain Agreements of the Issuers. Each of The Parent and the Issuers agrees Company, jointly and severally, agree with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers Company will advise CSFBC the Purchasers promptly of any proposal to amend or supplement the Registration Statement or Offering Document, will furnish the Prospectus and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing Purchasers with copies of any such amendment or supplement and in a reasonable amount of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof time prior to its use and will use every reasonable effort its best efforts to prevent reflect in such document such comments as the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) Purchasers or their counsel may reasonably propose. If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealerPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers Company promptly will notify CSFBC the Purchasers of such event and promptly will promptly prepare and file with the Commissionprepare, at their its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such complianceomission. Neither CSFBC's the Purchasers' consent to, nor the Underwriters' their delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers Company will furnish to CSFBC the Purchasers copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementoffering circular, the Prospectus Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably requests. Each the Purchasers request, and the Company will furnish to the Purchasers on the date hereof three copies of the IssuersOffering Document signed by a duly authorized officer of the Company, jointly one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when Parent or the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or cause to be furnished to the Purchasers and, upon request of holders and severallyprospective purchasers of the Offered Securities to such holders and purchasers, will copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company shall pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers Company will cooperate endeavor, in cooperation with the Underwriters Purchasers and counsel thereto in connection with the qualification of their counsel, to qualify the Offered Securities for sale and the determination of determine their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC designates the Purchasers designate and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoingPurchasers, provided that the Issuers shall Company will not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they are not then so subject state. (except service d) During the period of process with respect two years after the Closing Date, the Company shall, upon request, furnish to the offering Purchasers and sale any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (e) During the period of two years after the Closing Date, the Issuers shall not, and shall not permit any of their respective affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities)Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, no Issuer will be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) Each of the Issuers, jointly and severally, will The Company shall pay for (i) all expenses incident incidental to the performance of their its obligations under this Agreement and the Terms Agreement Indenture, including (including i) the provisions fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement), the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (ii) the cost of listing and qualifying the Offered Securities for trading in The Portal(SM) Market ("PORTAL") and any filing fees or other expenses incidental thereto; (iii) the cost of any advertising approved by the Issuers in connection with the issue of the Offered Securities; (iv) for any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC may the Purchasers designate and the printing of memoranda relating thereto, (iiiv) for any fees charged by investment rating agencies for the rating of the Offered Securities, and (ivvi) for expenses incurred in distributing preliminary offering circulars and the Offering Document (including any applicable filing fee incident to, amendments and supplements thereto) to the review Purchasers. The Issuers shall also pay or reimburse the Purchasers (to the extent incurred by the National Association of Securities Dealers, Inc. of the Registered Securities, (vthem) any for all travel expenses of the Purchasers and the Issuers' officers and employees and any other expenses of the Purchasers and the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered the Offered Securities and (vi) expenses incurred in distributing from the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersPurchasers. (h) Neither In connection with the offering, until the Purchasers shall have notified the Company of the completion of the resale of the Offered Securities, neither the Issuers nor any of their respective affiliates have or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither they nor any of their respective affiliates will offermake bids or purchases for the purpose of creating actual, sellor apparent, contract to sellactive trading in, pledge or otherwise dispose of raising the price of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the Closing Date specified under "Blackout" in the Terms AgreementOffered Securities.

Certain Agreements of the Issuers. Each of the Issuers agrees with the several Underwriters that in connection with each offering of Offered Securitiesthat: (a) The If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (1) (or, if applicable and if consented to by CSFBCCSFBC and Deutsche Banc Alex. Brown Inc. ("DBAB"), subparagraph (54)) of Rule 424(b) not later than txx xxrlier of (i) the second business day following the execution and delivery of this Agreement) and (ii) the Terms Agreementfifteenth business day after the Effective Date of the Initial Registration Statement. The Issuers will advise CSFBC and DBAB promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an additional registration statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of such execution and delivery, the Issuers will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by CSFBC and DBAB. (b) The Issuers will advise CSFBC and DBAB promptly of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement (if any) or the Prospectus and will afford CSFBC a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation without the consent of CSFBC and DBAB; and the Issuers will also advise CSFBC and DBAB promptly of the filing effectiveness of each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any such amendment or supplement supplementation of a Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the a Registration Statement or of any part thereof and will use every reasonable effort its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers will promptly will notify CSFBC and DBAB of such event and will promptly prepare and file with the Commission, at their its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's the consent toto of CSFBC and DBAB, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 monthsthe Availability Date (as defined below), after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (e) The Issuers will furnish to CSFBC copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably requests. Each of the Issuers, jointly and severally, will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Issuers will cooperate with the Underwriters and counsel thereto in connection with the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as CSFBC designates and the continuation of such qualifications in effect so long as required for the distribution of the Offered Securities. Notwithstanding the foregoing, the Issuers shall not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject (except service of process with respect to the offering and sale of the Offered Securities). (g) Each of the Issuers, jointly and severally, will pay for (i) all expenses incident to the performance of their obligations under the Terms Agreement (including the provisions of this Agreement), (ii) any filing fees or other expenses (including fees and disbursements of counsel) in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as CSFBC may designate and the printing of memoranda relating thereto, (iii) any fees charged by investment rating agencies for the rating of the Offered Securities, (iv) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any travel expenses of the Issuers' officers and employees and any other expenses of the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. (h) Neither of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning at the time of execution of the Terms Agreement and ending the number of days after the Closing Date specified under "Blackout" in the Terms Agreement.an

Certain Agreements of the Issuers. Each of the Issuers Issuers, jointly and severally, agrees with the several Underwriters that in connection with each offering of Offered SecuritiesPlacement Agent that: (a) The Issuers will file Parent and the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers Company will advise CSFBC the Placement Agent promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Document and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of supplementation without the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) Placement Agent's consent. If, at any time when a prospectus relating prior to the Offered Securities is required to be delivered under completion of the Act in connection with sales placement of the Notes and the Series A Shares by any Underwriter or dealerthe Placement Agent, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Prospectus Offering Document to comply with the Actany applicable law, the Issuers Parent and the Company promptly will notify CSFBC the Placement Agent of such event and promptly will promptly prepare and file with the Commissionprepare, at their its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBCthe Placement Agent's consent to, nor the Underwriters' Placement Agent's delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (db) As soon The Company will deliver to each purchaser of the Notes and Parent will deliver to each purchaser of the Series A Shares, in connection with the sale of the Notes and the Series A Shares, a copy of the Offering Document, as practicable, but not later than 18 months, after amended and supplemented at the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Actsuch delivery. (ec) The Issuers Parent and the Company will furnish to CSFBC the Placement Agent copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus Offering Document and all amendments and supplements to such documentsthereto, in each case as soon as available and in such quantities as CSFBC the Placement Agent reasonably requests. Each , and the Parent and the Company will furnish to the Placement Agent on the date hereof three copies of the IssuersOffering Document signed by a duly authorized officer of each of the Parent and the Company, jointly one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the either of the Parent or the Company is not subject to Section 13 or 15(d) of the Exchange Act, such entity will promptly furnish or cause to be furnished to the Placement Agent and, upon request of holders and severallyprospective purchasers of the Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Securities pursuant to Rule 144A(d)(4) under the Securities Act in order to permit compliance with Rule 144A in connection with resales by such holders of the Securities. The Parent and the Company will pay the expenses of printing and distributing to the Underwriters Placement Agent and the holders and the prospective purchasers of the Securities all such documents. (fd) The Issuers Parent and the Company will cooperate with the Underwriters and counsel thereto in connection with arrange for the qualification of the Offered Securities for sale and will use their reasonable best efforts to arrange for the determination of their eligibility for investment under the laws of such jurisdictions as CSFBC the Placement Agent designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoing, purchasers thereof provided that the Issuers shall Parent and the Company will not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they are not then so subject jurisdiction. (except service e) During the period of process with respect five years hereafter, the Parent and the Company will furnish to the offering and sale Placement Agent and, upon request, to each purchaser of the Offered Securities), as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, if any; and the Parent and the Company will furnish to the Placement Agent and, upon request, to each purchaser of the Securities as soon as available, (i) a copy of each description of reports, notices or communications sent to securityholders or, if applicable, filed with foreign regulators or securities exchanges, and (ii) from time to time, such other information concerning the Parent or the Company as the Placement Agent may reasonably request. (f) During the period of two years after the Closing Date, the Parent and the Company will, upon request, furnish to the Placement Agent and any holder of Securities a copy of the restrictions on transfer applicable to the Securities. (g) Each [Intentionally omitted.] (h) During the period of two years after the Closing Date, none of the IssuersIssuers will be or become, jointly and severallyan open-end investment company, will pay for unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (i) The Issuers will pay all expenses incident incidental to the performance of their obligations under this Agreement, the Terms Subscription Agreement and the Indenture, including (including i) the provisions fees and expenses of the Trustee and its professional advisers in connection with the Indenture and the Securities; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Indenture, the Notes, the Series A Shares, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (iii) the cost of listing the Offered Securities and qualifying the Offered Securities for trading in The Portal(SM) Market ("PORTAL"), the cost of obtaining CUSIP numbers and any expenses incidental thereto; (iiiv) any filing fees or other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions jurisdiction as CSFBC may designate the Placement Agent designates and the printing of memoranda relating thereto, ; (iiiv) any fees charged by investment rating agencies for the rating of the Offered Securities; (vi) all costs and expenses of any Registration Statement, as set forth in the Registration Rights Agreement and the Investors Agreement and (ivvii) expenses incurred in distributing the Offering Document (including any applicable filing fee incident to, amendments and supplements thereto) to the review by Placement Agent and the National Association of Securities Dealers, Inc. purchasers of the Registered SecuritiesNotes and the Series A Shares. The Issuers will also pay or reimburse the Placement Agent (to the extent incurred by them and, (vupon the Company's request, only upon presentation to the Company of documentation reasonably evidencing the same) any for all travel expenses of the Issuers' Placement Agent and the Parent's and the Company's officers and employees and any other expenses of the Issuers Placement Agent, the Parent and the Company in connection with attending or hosting meetings with prospective purchasers of Registered Securities the Notes and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersSeries A Shares. (hj) Neither In connection with the offering, until the Placement Agent shall have notified the Parent and the Company of the completion of the placement of the Notes and the Series A Shares, none of the Parent, the Company or any of their affiliates has or will, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliates has a beneficial interest, any Securities or attempt to induce any person to purchase any Securities, and they shall not make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (k) For a period of 180 days after the date of the sale of the Notes and the Series A Shares to the purchasers thereof, none of the Issuers will offer, sell, contract to sell, announce their intention to sell, pledge or otherwise dispose of, directly or indirectly, any United States dollar-denominated debt securities issued or guaranteed by any of the Issuers and having a maturity of more than one year from the date of issue without the prior written consent of the Placement Agent. None of the Issuers will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement any securities under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any circumstances where such offer, sale, pledge, contract or disposition or filing, without would cause the prior written consent of CSFBC for a period beginning at the time of execution exemption afforded by Section 4(2) of the Terms Agreement Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and ending sale of the number Securities. (l) The Parent and the Company agree that they will use the net proceeds to them from the sale of days after the Securities in the manner described in the Offering Document under the caption "Use of Proceeds". The Company further agrees that on the Closing Date specified it will, in accordance with respective terms of the Indenture, dated as of March 15, 1994, as supplemented, between Envirotest, the guarantors named therein and First Trust National Association, as trustee (the "2001 Trustee"), pursuant to which the 2001 Notes were issued (the "2001 Indenture") and the Indenture, dated as of April 1, 1993, as supplemented, between Envirotest, the guarantors named therein and First Trust National Association, as trustee (the "2003 Trustee"), pursuant to which the 2003 Notes were issued (the "2003 Indenture"), (i) defease any and all of the 2001 Notes and the 2003 Notes remaining outstanding on such Closing Date after consummation of the Debt Offers, in accordance with Section 8.1 of the 2001 Indenture and Section 8.01 of the 2003 Indenture, respectively, or (ii) give such notices to the 2001 Trustee and the 2003 Trustee, as applicable, and take such other actions as may be required to exercise, at the earliest practicable date, its optional redemption right under "Blackout" Section 3.1 of the 2001 Indenture and Section 3.01 of the 2003 Indenture, with respect to any 2001 Notes or 2003 Notes remaining outstanding after consummation of the Debt Offers. (m) In connection with the original distribution of the Notes and the Series A Shares, the Issuers agree that, prior to any offer or sale of the Notes by the Company or the Series A Shares by the Parent, the Placement Agent and counsel for the Placement Agent shall have the right to make reasonable inquiries into the business of the Parent, the Company and their subsidiaries. The Issuers will provide each prospective purchaser the opportunity to ask questions of, and receive answers from, the officers, employees and representatives of the Issuers concerning the terms and conditions of the offering and to obtain any other additional information about the Parent, the Company and their subsidiaries and the Securities, to the extent the officers and employees of the Issuers possess the same or can acquire it without unreasonable effort or expense. (n) The Issuers will furnish or cause to be furnished to the Placement Agent such information as the Placement Agent reasonably believes appropriate to its appointment as Placement Agent, including without limitation such information as the Placement Agent reasonably believes is necessary in connection with its assistance in the Terms preparation of, or for inclusion in the Offering Document (all such information so furnished being hereinafter referred to as the "Information"). It is also understood that the Parent and the Company may make available to prospective purchasers of the Notes and the Series A Shares additional material, data or other information (whether oral or written) relating to the Parent or the Company (the "Company Data"). The Issuers recognize and confirm that: (i) in performing the services contemplated by this Agreement, the Placement Agent will use and rely primarily on the Information and on other information available from generally recognized public sources without having independently verified the same; (ii) the Placement Agent does not assume responsibility for the accuracy or completeness of the Offering Document, the Information, the Company Data and such other information; and (iii) the Placement Agent will not make an appraisal of any of the assets owned or managed by the Issuers as part of the services to be performed by it hereunder except in connection with its valuation of the Series A Common Stock. (o) Offers and sales of the Notes and the Series A Shares will be made only by the Issuers to persons whom the Issuers reasonably believe to be institutional "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("Institutional Accredited Investors") and in a manner not involving a public offering with the meaning of Section 4 of the Securities Act. (p) No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in connection with the offering of the Notes and the Series A Shares. If required, the Issuers will file in a timely manner with the Commission any notices with respect to the Securities required by Regulation D and will furnish to the Placement Agent promptly thereafter a signed copy of each such notice. (q) The transfer restrictions and the other provisions set forth in (i) the Indenture and the Registration Rights Agreement with respect to the Notes and (ii) the Investors Agreement, the Share Price Adjustment Agreement and the certificates representing the Series A Shares with respect to such Shares, including the legends required thereby or appearing thereon, shall apply to the Securities except as otherwise agreed by the Issuers and the Placement Agent. Following the sale of the Notes by the Company and the Series A Shares by the Parent to purchasers thereof pursuant to the terms of the Subscription Agreement, the Placement Agent (solely in its capacity as Placement Agent) shall not be liable or responsible to any of the Issuers for any losses, damages or liabilities suffered or incurred by any of the Issuers, including any losses, damages or liabilities under the Securities Act, arising from or relating to any sale, resale or transfer of any Security except for any such loss, damage or liability incurred by the Company as a result of gross negligence or willful misconduct on the part of the Placement Agent or any of its affiliates. (r) Each of the Issuers agrees that it will not and will cause its affiliates not to make any offer or sale of securities of any of the Issuers of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of the sale of the Notes and the Series A Shares by the Company and the Parent to the purchasers thereof) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or otherwise.

Certain Agreements of the Issuers. Each of the The Issuers agrees agree with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC promptly of any proposal to amend offerees or supplement the Registration Statement or the Prospectus and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers promptly will notify CSFBC of such event and will promptly prepare and file with the Commission, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the Underwriters' delivery investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers will furnish to CSFBC copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementPreliminary Offering Circular, the Prospectus Offering Circular and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably requests. Each At any time when the Issuers are not subject to Section 13 or 15(d) of the IssuersExchange Act, jointly the Issuers will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and severallyprospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuers will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers will cooperate with the Underwriters and counsel thereto in connection with arrange for the qualification of the Offered Securities for sale under the laws of such U.S. jurisdictions as CSFBC designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers. (d) During the period of ten years hereafter, the Company will furnish to CSFBC and, upon request, to each of the other Purchasers, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the determination Company will furnish to CSFBC and, upon request, to each of the other Purchasers as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders. (e) During the period of two years after the Closing Date, the Issuers will, upon request, furnish to CSFBC and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) During the period of two years after the Closing Date, the Issuers will not, and will not permit any of their eligibility affiliates (as defined in Rule 144 under the Act) to, resell any of the Offered Securities that have been reacquired by any of them. (g) During the period of two years after the Closing Date, the Company will not be or become, an open end investment company, unit investment trust or face amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (h) The Issuers will pay all expenses incident to the performance of their obligations under this Agreement, the Indenture and the Registration Rights Agreement, including (i) any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for investment sale under the laws of such jurisdictions as CSFBC designates and the continuation of such qualifications in effect so long as required for the distribution of the Offered Securities. Notwithstanding the foregoing, the Issuers shall not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject (except service of process with respect to the offering and sale of the Offered Securities). (g) Each of the Issuers, jointly and severally, will pay for (i) all expenses incident to the performance of their obligations under the Terms Agreement (including the provisions of this Agreement), (ii) any filing fees or other expenses (including fees and disbursements of counsel) in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as CSFBC may designate and the printing of memoranda relating thereto, (ii) 14 14 any commercial travel and lodging expenses of the Company's officers and employees in connection with attending or hosting meetings with prospective purchasers of the Offered Securities (it being understood that the cost of any chartered airplane will be split evenly between the Company and the Purchasers), (iii) expenses incurred in printing and distributing any preliminary offering circulars and the Offering Document (including any amendments and supplements thereto), (iv) the fees and expenses of the Trustee and its professional advisers, (v) the cost of qualifying the Offered Securities for trading in The Portal(SM) Market ("PORTAL") and any expenses incident thereto and (vi) any fees charged by investment rating agencies for the rating of the Offered Securities, (iv) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any travel expenses of the Issuers' officers and employees and any other expenses of the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. (hi) Neither In connection with the offering, until CSFBC shall have notified the Company and the other Purchasers of the completion of the resale of the Offered Securities, neither the Issuers nor any of their affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) For a period of 90 days after the Closing Date, the Issuers will not offer, sell, contract to sell, pledge sell or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States any U.S. dollar-denominated debt securities issued or guaranteed by the Issuers any of them and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition pledge or filingdisposition, without the prior written consent of CSFBC for a period beginning CSFBC. The Issuers will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the time of execution exemption afforded by Section 4(2) of the Terms Agreement Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and ending sale of the number Offered Securities. (k) The Company shall apply the net proceeds of days after the Closing Date specified under "Blackout" sale of the Offered Securities as set forth in the Terms AgreementOffering Document.

Certain Agreements of the Issuers. Each of the The Issuers agrees agree with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Document and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. supplementation without CSFBC's consent (c) which consent shall not be unreasonably withheld). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealerPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Prospectus Offering Document to comply with the Actany applicable law, the Issuers promptly will notify CSFBC of such event and promptly will promptly prepare and file with the Commissionprepare, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the UnderwritersPurchasers' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers will furnish to CSFBC copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementoffering circular, the Prospectus Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably requests. Each , and the Issuers will furnish to CSFBC on the Closing Date three copies of the Offering Document signed by a duly authorized officer of each of the Issuers, jointly one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when either of the Issuers is not subject to Section 13 or 15(d) of the Exchange Act, such Issuer will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and severallyprospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. WinStar will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers will cooperate with the Underwriters and counsel thereto in connection with use their best efforts to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC reasonably designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoingPurchasers; provided, however, that the Issuers shall will not be required to qualify as foreign corporations or to file a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves general consent to taxation in excess service of a nominal dollar amount process in any such jurisdiction where they are not then so subject state. (except service d) During the period of process five years after the Closing Date, the Issuers will furnish to CSFBC and, upon request, to each of the other Purchasers, as soon as practicable after the end of each fiscal year, a copy of WinStar's annual report to stockholders for such year; and the Issuers will furnish to CSFBC and, upon request, to each of the other Purchasers (i) as soon as available, a copy of each report and any definitive proxy statement of either of the Issuers filed with respect the Commission under the Exchange Act or mailed to stockholders and (ii) from time to time, such other publicly available information concerning the Issuers as CSFBC may reasonably request. (e) During the period of two years after the Closing Date, the Issuers will, upon request, furnish to CSFBC, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the offering Offered Securities. (f) During the period of two years after the Closing Date, the Issuers will not, and sale will not permit any of their affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities)Securities that have been reacquired by any of them. (g) Each During the period of two years after the Closing Date, neither of the IssuersIssuers will be or become, jointly an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and severallyneither of the Issuers is, or will be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) WinStar will pay for (i) all expenses incident incidental to the performance of their the Issuers' obligations under this Agreement and the Terms Agreement Indentures, including (including i) the provisions fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement), the Offered Securities, the Indentures, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iiiii) the cost of qualifying the Offered Securities for trading in the Private Offerings, Resale and Trading through Automated Linkages (PORTAL) market and any expenses incidental thereto; (iv) the cost of any advertising approved by the Issuers in connection with the issue of the Offered Securities; (v) any filing fees or other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Offered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC may designate designates and the printing of memoranda relating thereto, ; (iiivi) any fees charged by investment rating agencies for the rating of the Offered Securities, ; and (ivvii) all expenses incurred in distributing preliminary offering circulars and the Offering Document (including any applicable filing fee incident to, amendments and supplements thereto) to the review Purchasers. The Issuers will also pay or reimburse the Purchasers (to the extent incurred by the National Association of Securities Dealers, Inc. of the Registered Securities, (vthem) any for all travel expenses of the Issuers' officers and employees and any other expenses of the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered the Offered Securities and (vi) expenses incurred in distributing from the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersPurchasers. (hi) Neither In connection with the offering, until CSFBC shall have notified the Issuers and the other Purchasers of the completion of the resale of the Offered Securities, neither the Issuers nor any of their affiliates has or will (unless required by the terms of the applicable indenture governing such Offered Securities), either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) Prior to the Closing Date, the Issuers will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to any United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition pledge or filingdisposal, without the prior written consent of CSFBC for a period beginning CSFBC. The Issuers will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the time of execution exemption afforded by Section 4(2) of the Terms Agreement Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and ending sale of the number of days after Offered Securities. (k) The Issuers will cause each Offered Security to bear the Closing Date specified under "Blackout" legend set forth in the Terms Agreementform of Note attached as Exhibit 1 to the Rule 144A/Regulation S Appendix to the relevant Indenture until such legend shall no longer be necessary or advisable because the Offered Securities are no longer subject to the restrictions on transfer described therein. (l) The proceeds to WinStar Equipment from the offering of the Equipment Notes will be used only, as contemplated by Section 4.21 of the Indenture governing the Equipment Notes, to purchase equipment or inventory specifically permitted to be purchased with such proceeds by the Old Indentures.

Certain Agreements of the Issuers. Each of the The Issuers agrees agree with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers Company will advise CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Circular and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement supplementation without CSFBC's consent, which will not be unreasonably withheld or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) delayed. If, at any time when a prospectus relating prior to the completion of the initial resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealerPurchasers, any event occurs as a result of which the Prospectus Offering Circular as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Prospectus Offering Circular to comply with the Actany applicable law, the Issuers Company promptly will notify CSFBC of such event and promptly will promptly prepare and file with the Commissionprepare, at their its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the UnderwritersPurchasers' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers Company will furnish to CSFBC copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus Offering Circular and all amendments and supplements to such documents, in each case thereto as soon as available and in such quantities as CSFBC reasonably requests. Each , and the Company will furnish to CSFBC on the date hereof three copies of the IssuersOffering Document signed by a duly authorized officer of the Company. At any time when both (i) the Company is not subject to Section 13 or 15(d) of the Exchange Act and (ii) the Offered Securities continue to be "restricted securities" within the meaning of Rule 144 under the Securities Act, jointly the Company will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and severallyprospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers will cooperate Company, in cooperation with the Underwriters Purchasers and counsel thereto in connection with their counsel, will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoingPurchasers, provided that the Issuers shall will not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they are not then so subject jurisdiction. (except service d) During the period of process three years hereafter, the Company will furnish to CSFBC and, upon request, to each of the other Purchasers, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year if any such report is prepared and circulated; and the Company will furnish to CSFBC and, upon request, to each of the other Purchasers, as soon as available, a copy of each report and any definitive proxy statement of the Company filed with respect the Commission under the Exchange Act or mailed to stockholders. (e) During the period of two years after the Closing Date, the Issuers will, upon request, furnish to CSFBC, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the offering Offered Securities. (f) During the period of two years after the Closing Date, the Issuers will not, and sale will not permit any of their affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities)Securities that have been reacquired by any of them. (g) Each During the period of two years after the Closing Date, no Issuer will be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Issuers, jointly and severally, Investment Company Act. (h) The Issuers will pay for (i) all expenses incident incidental to the performance of their respective obligations under the Terms Agreement Operative Documents, including (including i) the provisions fees and expenses of the Trustee and the Escrow Agent and their respective professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities, the preparation and printing of this Agreement), the Indenture, the Registration Rights Agreement, the Escrow Agreement, the Offered Securities, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and, as applicable, the Exchange Securities; (iiiii) the cost of listing the Offered Securities and qualifying the Offered Securities for trading in The Portal(SM) Market ("PORTAL") and any expenses incidental thereto; (iv) the cost of any advertising approved by the Issuers in connection with the issuance of the Offered Securities; (v) any filing fees or other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Offered Securities or the Exchange Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC may designate designates and the printing of memoranda relating thereto, ; (iiivi) any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (ivvii) expenses incurred in distributing the Offering Document (including any applicable filing fee incident to, amendments and supplements thereto) to the review Purchasers. The Issuers will also pay or reimburse the Purchasers (to the extent incurred by the National Association them) for all costs of Securities Dealers, Inc. of the Registered Securities, (v) chartering any travel expenses of the Issuers' officers and employees and any other expenses of the Issuers aircraft in connection with attending or hosting meetings with prospective purchasers of Registered the Offered Securities and (vi) expenses incurred in distributing from the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersPurchasers. (hi) Neither In connection with the offering, until CSFBC shall have notified the Company and the other Purchasers of the completion of the resale of the Offered Securities, none of the Issuers or any of their respective affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest in any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) For a period of 180 days after the date hereof, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor or file with the Commission a registration statement under the Securities Act relating to United States dollar-denominated to, any debt securities issued or guaranteed by the Issuers Company and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning CSFBC. The Company will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the time of execution exemption afforded by Section 4(2) of the Terms Agreement Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and ending sale of the number of days after the Closing Date specified under "Blackout" in the Terms AgreementOffered Securities.

Certain Agreements of the Issuers. Each of the Issuers agrees Operating Partnerships and the General Partners. The Issuers, the Operating Partnerships and the General Partners jointly and severally agree with the several Underwriters that in connection with each offering of Offered SecuritiesUnderwriter that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (1) or (2) (or, if applicable and if as consented to by CSFBC, subparagraph (5)the Underwriter) of Rule 424(b) not later than the second business day following the execution and delivery of this Agreement) (or, if applicable and if consented to by the Terms AgreementUnderwriter, subparagraph (4) or (5)). The Issuers will advise the Underwriter promptly of any such filing pursuant to Rule 424(b). (b) The Issuers will advise CSFBC the Underwriter promptly of any proposal to amend or supplement the Registration Statement or any additional registration statement as filed or the related prospectus or the Prospectus and will afford CSFBC a reasonable opportunity to comment on any not effect such proposed amendment or supplementsupplementation (except for reports filed under the Securities Exchange Act or 1934, as amended, the "EXCHANGE ACT") to the extent the Underwriter reasonably objects to such amendment or supplementation after receiving a final draft copy thereof from the Issuers; and the Issuers will also advise CSFBC the Underwriter promptly of the filing of any such amendment or supplement supplementation of the Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort their best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities Notes is required to be delivered under the Act in connection with sales by any the Underwriter or any dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers will promptly will notify CSFBC the Underwriter of such event and will promptly prepare and file with the Commission, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBCthe Underwriter's consent to, nor the Underwriters' Underwriter's delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. The Underwriter will advise the Issuers that it has completed the distribution of the Notes by the close of business on the day following the completion of such distribution. (d) As soon as practicable, but not later than 18 monthsthe Availability Date (as defined below), after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date Effective Time of the Registration Statement" (as defined in Rule 158(c) of the Act), Statement which will satisfy the provisions of Section 11(a) of the Act. (e) The Issuers will furnish to CSFBC copies . For the purpose of the Registration Statementpreceding sentence, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, "AVAILABILITY DATE" means the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably requests. Each 45th day after the end of the Issuersfourth fiscal quarter following the fiscal quarter that includes such Effective Time, jointly and severallyexcept that, will pay if such fourth fiscal quarter is the expenses of printing and distributing to the Underwriters all such documents. (f) The Issuers will cooperate with the Underwriters and counsel thereto in connection with the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as CSFBC designates and the continuation of such qualifications in effect so long as required for the distribution of the Offered Securities. Notwithstanding the foregoing, the Issuers shall not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject (except service of process with respect to the offering and sale of the Offered Securities). (g) Each of the Issuers, jointly and severally, will pay for (i) all expenses incident to the performance of their obligations under the Terms Agreement (including the provisions of this Agreement), (ii) any filing fees or other expenses (including fees and disbursements of counsel) in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as CSFBC may designate and the printing of memoranda relating thereto, (iii) any fees charged by investment rating agencies for the rating of the Offered Securities, (iv) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any travel expenses last quarter of the Issuers' officers and employees and any other expenses of fiscal year, "AVAILABILITY DATE" means the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. (h) Neither of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning at the time of execution of the Terms Agreement and ending the number of days 90th day after the Closing Date specified under "Blackout" in the Terms Agreementend of such fourth fiscal quarter.

Certain Agreements of the Issuers. Each of the The Issuers agrees agree with the several Underwriters that in connection with each offering of Offered SecuritiesInitial Purchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Documents and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its liftingsupplementation without CSFBC's consent, if issued. (c) which consent shall not be unreasonably withheld. If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required by the Initial Purchasers and prior to be delivered under the Act in connection with sales by any Underwriter or dealercompletion of the Registered Exchange Offer, any event occurs as a result of which the Prospectus Offering Documents as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers promptly will notify CSFBC of such event and promptly will promptly prepare and file with the Commissionprepare, at their its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such complianceomission. Neither CSFBC's consent to, nor the Underwriters' any Initial Purchaser's delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers will furnish to CSFBC copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus Offering Documents and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably requests. Each , and the Issuers will furnish to CSFBC on the date hereof three copies of the Offering Documents signed by a duly authorized officer of each of the Issuers, jointly one of which will include the independent accountants' reports included in or requested in connection with the Offering Circular manually signed by such independent accountants. At any time when the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, for so long as any Offered Securities are outstanding, the Issuers will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Initial Purchasers) and, upon request of holders and severallyprospective purchasers of the Offered Securities, to such holders and purchasers, a reasonable number of copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuers will pay the expenses of printing and distributing to the Underwriters Initial Purchasers all such documents. (fc) The Issuers will cooperate arrange, in cooperation with the Underwriters Initial Purchasers and counsel thereto in connection with their counsel, for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC designates and the continuation of will continue such qualifications in effect so long as required for to complete the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoingInitial Purchasers; provided, however, that the Issuers shall will not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they jurisdiction. (d) During the period of three years after the Closing Date, the Issuers will furnish to CSFBC and, upon request, to each of the other Initial Purchasers, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year, if any such report is prepared and circulated; and the Issuers will furnish to CSFBC and, upon request, to each of the other Initial Purchasers (i) as soon as available, a copy of any reports, notices or communications sent to securityholders generally, including if applicable a copy of each report and any definitive proxy statement of either of the Issuers filed with the Commission under the Exchange Act, and (ii) from time to time, such other information concerning the Issuers as CSFBC may reasonably request. (e) During the period of two years after the Closing Date or, if earlier, until such time as the Offered Securities are not then so subject no longer restricted securities (except service as defined in Rule 144 under the Securities Act), the Issuers will, upon request, furnish to CSFBC, each of process with respect the other Initial Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the offering Offered Securities. (f) During the period of two years after the Closing Date or, if earlier, until such time as the Offered Securities are no longer restricted securities (as defined in Rule 144 under the Securities Act), the Issuers will not, and sale will not permit any of their affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities)Securities that have been reacquired by any of them. (g) Each During the period of two years after the Closing Date or, if earlier, until such time as the Offered Securities are no longer restricted securities (as defined in Rule 144 under the Securities Act), neither of the IssuersIssuers will be or become an open-end investment company, jointly and severallyunit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act or is, or will be or become, a closed-end investment company required to be registered, but not registered, under the Investment Company Act. (h) The Issuers will pay for (i) all expenses incident incidental to the performance of their its obligations under the Terms Agreement Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities, the preparation and printing of the Offered Securities, the Offering Documents and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and, as applicable, the Exchange Securities; (iii) the cost of qualifying the Offered Securities for trading in The PortalSM Market ("PORTAL") of the Nasdaq Stock Market, Inc. and any expenses incidental thereto; and (iv) the cost of any advertising approved by the Company in connection with the issuance of the Offered Securities. The Company will also pay or reimburse the Initial Purchasers (to the extent incurred by the Initial Purchasers) for any reasonable expenses (including the provisions of this Agreement), (ii) any filing fees or other expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Registered Offered Securities or the Exchange Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC may designate designates and the printing of memoranda relating thereto, (iii) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, (iv) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any for all travel expenses of the Issuers' Company's officers and employees and any other expenses of the Issuers Company in connection with attending or hosting meetings with prospective purchasers of Registered the Offered Securities from the Initial Purchasers and (vi) for expenses incurred in distributing the Prospectus, Offering Documents (including any preliminary prospectuses, any preliminary prospectus amendments and supplements or any other amendments or supplements to the Prospectus to the Underwritersthereto). (hi) Neither In connection with the offering, until CSFBC shall have notified the Issuers and the other Initial Purchasers of the completion of the resale of the Offered Securities, neither of the Issuers nor any of their affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither of the Issuers nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) For a period of 90 days after the date of the Offering Circular, neither the Issuers nor any of their subsidiaries will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to any United States dollar-denominated debt securities issued or guaranteed by Intersil Holding, the Issuers Company or any of its subsidiaries in any transaction involving a public offering or a private placement in connection with intended resale under Rule 144A under the Securities Act and having a maturity of more than one year three years from the date of issue, issue or publicly disclose the intention to make any such offer, sale, pledge, disposition pledge or filingdisposal, without the prior written consent of CSFBC for a period beginning CSFBC. Neither Intersil Holding, the Company nor any of its subsidiaries will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the time of execution exemption afforded by Section 4(2) of the Terms Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities. (k) The Issuers will apply the net proceeds of the offering and the sale of the Offered Securities in the manner set forth in the Offering Documents under the caption "Use of Proceeds". (l) The Issuers will use their best efforts in cooperation with the Initial Purchasers to cause the Offered Securities to be eligible for the PORTAL trading system of the National Association of Securities Dealers, Inc. (m) The Issuers will cause each Offered Security to bear the legend set forth in the form of the Note attached as Exhibit 1 to the Rule 144A/Regulation S Appendix to the Indenture and/or the form of the Warrant attached as Exhibit A to the Warrant Agreement, as the case may be, until such legend shall no longer be necessary or advisable because the Offered Securities are no longer subject to the restrictions on transfer described therein. (n) On the Closing Date, the Initial Purchasers shall receive one or more counterparts of the Purchase Agreement and ending the number Registration Rights Agreement which shall have been duly executed and delivered by duly authorized officers of days after each of the Closing Date specified under "Blackout" in the Terms AgreementSubsidiary Guarantors.

Certain Agreements of the Issuers. Each of the The Issuers agrees each agree with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC CSFB promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Document and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) supplementation without CSFB's consent. If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealerPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Actupon becoming aware of such event, the Issuers promptly will notify CSFBC CSFB of such event and promptly will promptly prepare and file with the Commissionprepare, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such complianceomission. Neither CSFBCCSFB's consent to, nor the UnderwritersPurchasers' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers will furnish to CSFBC the Purchasers copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementoffering circular, the Prospectus Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC the Purchasers reasonably requests. Each request, and the Issuers will furnish to CSFB on the date hereof three copies of the IssuersOffering Document signed by a duly authorized officer of the Escrow Company, jointly one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or cause to be furnished to CSFB (and, upon request, to each of the other Purchasers) and, upon request of holders and severallyprospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuers will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers will cooperate with the Underwriters and counsel thereto in connection with arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC CSFB designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoing, Purchasers; provided that none of the Issuers shall not will be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they are not then so subject state. (except service d) During the period of process with respect two years after the Closing Date, the Company will, upon request, furnish to CSFB, each of the offering other Purchasers and sale any holder of the Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities). (e) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (f) During the period of two years after the Closing Date, none of the Issuers will be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (g) Each of the Issuers, Issuers jointly and severally, will severally agree to pay for (i) all expenses incident incidental to the performance of their its obligations under the Terms Agreement Transaction Documents, including (including i) the provisions fees and expenses of this the Trustee and its professional advisers and the Escrow Agent and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of the Transaction Documents, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable, the Exchange Securities; (iiiii) the cost of listing the Offered Securities and qualifying the Offered Securities for trading in The Portal(SM) Market ("PORTAL") and any filing fees or other expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities; (v) for any expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Registered Offered Securities or the Exchange Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC may designate CSFB designates and the printing of memoranda relating thereto, ; (iiivi) for any fees charged by investment rating agencies for the rating of the Offered SecuritiesSecurities or the Exchange Securities and (vii) for expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Issuers agree, jointly and severally, to pay or reimburse the Purchasers (ivto the extent incurred by them) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any for all travel expenses of the Purchasers and the Issuers' officers and employees and any other expenses of the Purchasers and the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered the Offered Securities and (vi) expenses incurred in distributing from the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersPurchasers. (h) Neither In connection with the offering, until CSFB shall have notified the Note Issuers and the other Purchasers of the Issuers completion of the resale of the Offered Securities, none of the Escrow Company, the Company nor any of their affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (i) Except for the filing of a registration statement contemplated by the Registration Rights Agreement, for a period of 180 days after the date of the initial offering of the Offered Securities by the Purchasers, the Escrow Company and the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor or file with the Commission a registration statement under the Securities Act relating to to, any United States dollar-denominated debt securities issued or guaranteed by any of the Issuers and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning CSFB. The Company will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the time of execution exemption afforded by Section 4(2) of the Terms Agreement Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and ending sale of the number Offered Securities. (j) The Escrow Company, the Company and the Guarantors will use the proceeds from the sale of days the Offered Securities in the manner described in the Offering Document under the caption "Use of Proceeds," unless the Escrow Company redeems the Offered Securities pursuant to a Special Mandatory Redemption (as defined in the Offering Document). (k) The Escrow Company will deposit the gross proceeds from the offering of the Offered Securities and the Company will deposit such additional funds (which together with the proceeds deposited by the Escrow Company will equal 100% of the aggregate principal amount of the Offered Securities plus accrued interest on the Offered Securities up to but not including the 120th day after the issuance of the Offered Securities (expected to be November 16, 2004) plus $650,000 for the reimbursement of out-of-pocket expenses of the Purchasers as contemplated by Section 9 of this Agreement), in the Escrow Account and will comply with all their respective agreements set forth in the Escrow Agreement. (l) The Issuers will use their best efforts to permit the Offered Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in PORTAL and to permit the Offered Securities to be eligible for clearance and settlement through DTC. (m) The Issuers agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act), that would be integrated with the sale of the Offered Securities in a manner that would require the registration under the Securities Act of the sale to the Purchasers or the resale of the Offered Securities. (n) The Issuers agree to comply with all the terms and conditions of the Transaction Documents (to the extent they are parties thereto) and all agreements set forth in the representation letter of the Escrow Company to DTC relating to the approval of the Offered Securities by DTC for "book entry" transfer. (o) The Issuers will use their commercially reasonable best efforts to do and perform all things required or necessary to be done and performed by them prior to the Closing Date specified under "Blackout" in this Agreement, and to satisfy all conditions precedent to the Terms AgreementPurchasers' obligations hereunder to purchase the Offered Securities.

Certain Agreements of the Issuers. Each The Issuers jointly and severally agree with the Underwriter to furnish to counsel for the Underwriter, one conformed copy of the Issuers agrees with Registration Statement relating to the several Underwriters that Registered Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each the offering of Offered Securities: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2424(b) (or, if applicable and if consented to by CSFBC, subparagraph (5within the time prescribed under Rule 424(b)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC the Underwriter promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford CSFBC the Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC the Underwriter promptly of the filing of any such amendment or supplement supplement; provided, however, that the foregoing shall not apply to any of the Company's periodic filings with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act; and the Issuers will also advise the Underwriter of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort their best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any the Underwriter or any dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers promptly will notify CSFBC the Underwriter of such event and will promptly prepare and file with the Commission, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBCthe Underwriter's consent to, nor the Underwriters' Underwriter's delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 6 hereof. (d) As soon as practicable, but not later than 18 16 months, after the date of each Terms this Agreement, each of the Issuers Company and the Trust will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "later of (i) the effective date of the Registration Statement" registration statement relating to the Registered Securities, (as defined in Rule 158(cii) the effective date of the Act)most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) the date of the Company's and the Trust's most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act. (e) The Issuers will furnish to CSFBC the Underwriter copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC the Underwriter reasonably requests. Each of the Issuers, jointly and severally, The Company will pay the expenses of printing and distributing to the Underwriters Underwriter all such documents. (f) The Issuers Company and the Trust will cooperate use their best efforts, in cooperation with the Underwriters and counsel thereto in connection with Underwriter, to qualify the qualification of the Offered Securities for sale and the determination of to determine their eligibility for investment under the laws of such jurisdictions as CSFBC the Underwriter designates and the continuation of will continue such qualifications in effect so long as required for the distribution of the Offered Securities. Notwithstanding the foregoingdistribution; PROVIDED, the Issuers shall not that no Issuer will be required to qualify as a foreign corporation or partnership, as the case may be, to file a general consent to service of process in any such jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which they are it is not otherwise so qualified or subject themselves to taxation in excess of a nominal dollar amount in any such jurisdiction where they are not then so subject (except service of process with respect to the offering and sale of the Offered Securities)subject. (g) Each During the period of five years after the date of this Agreement, each of the IssuersCompany and the Trust will furnish to the Underwriter as soon as practicable after the end of each fiscal year, jointly a copy of its annual report to stockholders for such year; and severally, the Company and the Trust will pay for furnish to the Underwriter (i) as soon as available, a copy of each report and any definitive proxy statement of the Company or the Trust filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company or the Trust as the Underwriter may reasonably request, subject to appropriate confidentiality undertakings reasonably satisfactory to the Company and the Trust and the right of the Company or the Trust to withhold information if required by applicable law. (h) The Company will pay all expenses incident to the performance of their the Issuers' obligations under this Agreement, including (i) all expenses in connection with the Terms Agreement (including execution, issue, authentication, packaging and initial delivery of the provisions Securities, the preparation and printing of this Agreement), the Securities, the Transaction Documents, the Prospectus and any amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities, (ii) any filing fees or other expenses (including fees and disbursements of counselcounsel to the Underwriter, which fees and disbursements shall not exceed $5,000) incurred in connection with qualification of the Registered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as CSFBC may designate the Underwriter designates and the printing of memoranda relating thereto; (iii) any applicable filing fee incident to the review by the National Association of Securities Dealers, Inc. of the terms of the offering of the Securities and the fees and disbursements of counsel to the Underwriter in connection therewith (which counsel fees shall be included in the cap set forth above), (iiiiv) any fees charged by investment rating agencies for the rating of the Offered Securities, (iv) any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any travel all fees and expenses in connection with listing the Securities and the Issuable Common Stock on the New York Stock Exchange, (vi) fees and expenses of the Issuers' officers Trust and employees the trustees and any other the administrators thereunder incident to the performance by the Trust of its obligations hereunder, (vii) fees, expenses and disbursements of the Issuers Purchase Contract Agent, Collateral Agent, Custodial Agent, Securities Intermediary, Remarketing Agent, the Guarantee Trustee and the Note Trustee including the fees and disbursements of counsel to the foregoing, in connection with attending or hosting meetings with prospective purchasers of Registered Securities and the Transaction Documents, (viviii) expenses incurred in distributing the Prospectus, any preliminary prospectuses, or any preliminary prospectus supplements or (including any other amendments or and supplements thereto) to the Prospectus Underwriter and (ix) all other fees and expenses incident to the Underwritersperformance of the obligations of the Company and the Trust hereunder which are not otherwise specifically provided for in this Section. (hi) Neither For a period of 90 days after the date hereof, none of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to United States dollar-denominated debt any Common Stock or any securities issued convertible into or guaranteed by the Issuers and having a maturity of more than one year from the date of issueexchangeable or exercisable for Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC the Underwriter; PROVIDED, HOWEVER, that the foregoing restrictions shall not apply to issuances by the Company of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case, outstanding on the date of this Agreement, grants of equity-based awards to its directors, officers and employees pursuant to the terms of its director and employee incentive plans or Dividend Reinvestment and Common Stock Purchase Plan as in effect on the date of this Agreement or issuances of Common Stock pursuant to the exercise of such options. (j) The Company and the Trust will cause the Securities, and the Common Stock to be issued and sold pursuant to the Purchase Contracts, to be approved for a period beginning at listing subject only to official notice of issuance on the time of execution New York Stock Exchange. (k) The Issuers will apply the net proceeds of the Terms Agreement and ending sale of the number of days after the Closing Date specified under "Blackout" Securities as set forth in the Terms AgreementProspectus.

Certain Agreements of the Issuers. Each of the The Issuers agrees agree with the several Underwriters that in connection with each offering of Offered SecuritiesPurchaser that: (a) The Issuers will file advise the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC Purchaser promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Document and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of supplementation without the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) Purchaser's consent. If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealerPurchaser, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Prospectus Offering Document to comply with the Actany applicable law, the Issuers promptly will notify CSFBC the Purchaser of such event and promptly will promptly prepare and file with the Commissionprepare, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBCthe Purchaser's consent to, nor the Underwriters' Purchaser's delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers will furnish to CSFBC the Purchaser copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementoffering circular, the Prospectus Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably the Purchaser requests. Each , and the Issuers will furnish to the Purchaser on the date hereof three copies of the IssuersOffering Document, jointly one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, the Issuers will promptly furnish or cause to be furnished to the Purchaser and, upon request of holders and severallyprospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuers will pay the expenses of printing and distributing to the Underwriters Purchaser all such documents. (fc) The Issuers will cooperate with the Underwriters and counsel thereto in connection with arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC the Purchaser designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoingPurchaser, provided that the Issuers shall will not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they are not then so subject state. (except service d) During the period of process with respect five years hereafter, the Issuers will furnish to the offering Purchaser as soon as practicable after the end of each fiscal year, a copy of the Parent Company's annual report to shareholders for such year; and sale the Issuers will furnish to the Purchaser (i) as soon as available, a copy of each report and any definitive proxy statement Issuers filed with the Commission under the Exchange Act or mailed to shareholders, and (ii) from time to time, such other information concerning the Issuers as the Purchaser may reasonably request. (e) During the period of two years after the Closing Date, the Issuers will, upon request, furnish to the Purchaser and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) During the period of two years after the Closing Date, the Issuers will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities)Securities that have been reacquired by any of them. (g) Each During the period of two years after the Closing Date, the Issuers will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Issuers, jointly and severally, Investment Company Act. (h) The Issuers will pay for (i) all expenses incident incidental to the performance of their its obligations under this Agreement, the Terms Agreement Indenture, and the Registration Rights Agreement, including (including i) the provisions fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities, the preparation and printing of this Agreement), the Registration Rights Agreement, the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable, the Exchange Securities; (iiiii) the cost of qualifying the Offered Securities for trading in The PortalSM Market ("PORTAL") and any filing fees or other expenses incidental thereto; (iv) the cost of any advertising approved by the Issuers in connection with the issue of the Offered Securities; (v) for any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Offered Securities or the Exchange Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC may designate the Purchaser designates and the printing of memoranda relating thereto, ; (iiivi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (ivvii) for expenses incurred in distributing preliminary offering circulars and the Offering Document (including any applicable filing fee incident to, amendments and supplements thereto) to the review Purchaser. The Issuers will also pay or reimburse the Purchaser (to the extent incurred by the National Association of Securities Dealers, Inc. of the Registered Securities, (vthem) any for all travel expenses of the Issuers' Purchaser (to the extent reasonable) and the Issuers officers and employees and any other expenses of the Purchaser (to the extent reasonable) and the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered the Offered Securities and (vi) expenses incurred in distributing from the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersPurchaser. (hi) Neither In connection with the offering, until the Purchaser shall have notified the Issuers of the completion of the resale of the Offered Securities, none of the Issuers nor any of their respective affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) For a period of 180 days after the date of the initial offering of the Offered Securities by the Purchaser, none of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to any United States dollar-denominated debt securities issued or guaranteed by any of the Issuers and having a maturity of more than one year from the date of issue, issue or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning at the time of execution . None of the Terms Agreement Issuers will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and ending sale of the number of days after the Closing Date specified under "Blackout" in the Terms AgreementOffered Securities.

Certain Agreements of the Issuers. Each of the Issuers Issuers, jointly and severally, agrees with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers Company will advise CSFBC CSFB promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Circular and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement without CSFB's consent (which consent shall not be unreasonably withheld or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) delayed). If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealer, Purchasers any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Issuers Company promptly will notify CSFBC CSFB of such event and promptly will promptly prepare and file with the Commissionprepare, at their its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such complianceomission. Neither CSFBCCSFB's consent to, nor the UnderwritersPurchasers' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers Company will furnish to CSFBC CSFB copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementPreliminary Offering Circular, the Prospectus Offering Circular and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC CSFB reasonably requests. Each At any time when the Company is not subject to Section 13 or 15(d) of the IssuersExchange Act, jointly and severallyany Offered Securities remain "restricted securities" within the meaning of the Securities Act, the Company will promptly furnish or cause to be furnished to CSFB (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers will cooperate with the Underwriters and counsel thereto in connection with use all commercially reasonable efforts to obtain the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC CSFB designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoingPurchasers, provided that neither the Issuers shall not Company nor the Guarantor will be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they are not then so subject state. (except service d) During the period of process with respect two years after the Closing Date, the Issuers will, upon request, furnish to CSFB, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the offering Offered Securities. (e) Subject to the Purchasers' compliance with its representations and sale warranties and agreements set forth in Section 4 hereof, the Issuers consent to the use of the Offering Document, and any amendments and supplements thereto required pursuant to Section 5(a) hereto, by the Purchasers. (f) During the period of two years after the later of the First Closing Date and the last Optional Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities)Securities that have been reacquired by any of them, unless such Offered Securities are resold in a transaction registered under the Securities Act. (g) During the period of two years after the later of the First Closing Date and the last Optional Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (h) Each of the Issuers, jointly and severally, will agree to pay for (i) all expenses incident incidental to the performance of their its obligations under the Terms Agreement Operative Documents including (including i) the provisions fees and expenses of this Agreement)the Trustee and its professional advisers, (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of the Preliminary Offering Circular and the Offering Circular and amendments and supplements thereto, and any filing fees or other document relating to the issuance, offer, sale and delivery of the Offered Securities, (iii) the cost of qualifying the Offered Securities for trading in The Portal/SM/ Market ("PORTAL") of The Nasdaq Stock Market, Inc. and any expenses incidental thereto, (iv) for any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Offered Securities for sale and any determination of their eligibility for investment under the state securities laws of such jurisdictions as CSFBC may designate provided in Section 5(c) and the printing of memoranda relating thereto, (iiiv) for any fees charged by investment rating agencies for the rating of the Offered Securities, and (ivvi) for expenses incurred in distributing the Preliminary Offering Circular and the Offering Circular (including any applicable filing fee incident to, amendments and supplements thereto) to the review by Purchasers. The Company will reimburse the National Association of Securities Dealers, Inc. of the Registered Securities, (v) any Purchasers for all travel expenses of the Issuers' Purchasers and the Company's officers and employees and any other expenses of the Issuers Purchaser and the Company in connection with attending or hosting meetings with prospective purchasers of Registered Securities and (vi) expenses incurred in distributing the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersOffered Securities. (hi) Neither In connection with the offering, until CSFB shall have notified the Company and the other Purchasers, which notice shall be promptly provided upon the written request of the Issuers Company, of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) For a period of 90 days from the date of the initial offering of the Offered Securities by the Purchasers, neither the Company nor the Guarantor will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with any shares of Class A Common Stock of the Commission a registration statement under Company except issuances of Class A Common Stock pursuant to the Act relating to United States dollar-denominated debt conversion or exchange of the Offered Securities or other convertible or exchangeable securities issued or guaranteed by the Issuers and having a maturity exercise of more than one year from warrants or options, in each case outstanding on the date hereof, grants of issueemployee, consultant or director stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Offered Securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof, or publicly disclose upon issuance or conversion of Optional Securities. Neither the intention Company nor the Guarantor will at any time offer, sell, contract to make sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition or filing, without would cause the prior written consent of CSFBC for a period beginning at the time of execution exemption afforded by Section 4(2) of the Terms Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities. (k) The Company will apply the net proceeds from the sale of the Offered Securities to be sold by it hereunder substantially in accordance with the description set forth in the Offering Document under the caption "Use of Proceeds." (l) Except as stated in this Agreement and ending the number of days after the Closing Date specified under "Blackout" in the Terms Offering Document, neither the Issuers nor any of their respective affiliates have taken, nor will any of them take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Issuers to facilitate the sale or resale of the Offered Securities. (m) The Issuers will use their best efforts to permit the Offered Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in PORTAL and to permit the Offered Securities to be eligible for clearance and settlement through DTC. (n) The Issuers agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act), that would be integrated with the sale of the Offered Securities in a manner that would require the registration under the Securities Act of the sale to the Purchasers or the resale of the Offered Securities. (o) The Issuers agree to comply with all the terms and conditions of the Operative Documents and all agreements set forth in the representation letters of the Issuers to DTC relating to the approval of the Offered Securities by DTC for "book entry" transfer. (p) The Issuers agree that prior to any registration of the Offered Securities pursuant to the Registration Rights Agreement, or at such earlier time as may be required, the Indenture shall be qualified under the TIA and any necessary supplemental indentures will be entered into in connection therewith, provided that the agreement set forth in this paragraph shall remain in effect until the Registration Rights Agreement has been executed by all parties thereto and has become a binding agreement enforceable against each party thereto. (q) The Issuers will do and perform all things required or necessary to be done and performed under this Agreement by them prior to each Closing Date, and to satisfy all conditions precedent to the Purchasers' obligations hereunder to purchase the Offered Securities.

Certain Agreements of the Issuers. Each of the The Issuers agrees agree with the several Underwriters that in connection with each offering of Offered SecuritiesPurchasers that: (a) The Issuers will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by CSFBC, subparagraph (5)) not later than the second business day following the execution and delivery of the Terms Agreement. (b) The Issuers will advise CSFBC promptly of any proposal to amend or supplement the Registration Statement or the Prospectus Offering Document and will afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplement; and the Issuers will also advise CSFBC promptly of the filing of any not effect such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use every reasonable effort to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) supplementation without CSFBC's consent. If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is required to be delivered under by the Act in connection with sales by any Underwriter or dealerPurchasers, any event occurs as a result of which the Prospectus Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Prospectus Offering Document to comply with the Actany applicable law, the Issuers promptly will notify CSFBC of such event and promptly will promptly prepare and file with the Commissionprepare, at their own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the UnderwritersPurchasers' delivery to offerees or in- vestors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 hereof6. (d) As soon as practicable, but not later than 18 months, after the date of each Terms Agreement, each of the Issuers will make generally available to their securityholders an earnings statement of Ferrellgas Partners (which need not be audited) covering a period of at least 12 months beginning after the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Act), which will satisfy the provisions of Section 11(a) of the Act. (eb) The Issuers will furnish to CSFBC copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related preliminary prospectus supplementoffering circular, the Prospectus Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC reasonably requests. Each , and the Issuers will furnish to CSFBC on the date hereof three copies of the IssuersOffering Document, jointly one of which will include the independent accountants' reports therein manually signed by such independent accountants. At any time when the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, the Issuers will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and severallyprospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Issuers will pay the expenses of printing and distributing to the Underwriters Purchasers all such documents. (fc) The Issuers will cooperate with the Underwriters and counsel thereto in connection with arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC designates and the continuation of will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities. Notwithstanding Securities by the foregoingPurchasers, provided that the Issuers shall will not be required to qualify as a foreign corporation or partnership, as the case may be, in any jurisdiction in which they are not so qualified or subject themselves to taxation in excess file a general consent to service of a nominal dollar amount process in any such jurisdiction where they are not then so subject state. (except service d) During the period of process five years hereafter, the Issuers will furnish to CSFBC and, upon request, to each of the other Purchasers, as soon as practicable after the end of each fiscal year, a copy of the Parent Company's annual report to shareholders for such year; and the Issuers will furnish to CSFBC and, upon request, to each of the other Purchasers (i) as soon as available, a copy of each report and any definitive proxy statement Issuers filed with respect the Commission under the Exchange Act or mailed to shareholders, and (ii) from time to time, such other information concerning the Issuers as CSFBC may reasonably request. (e) During the period of two years after the Closing Date, the Issuers will, upon request, furnish to CSFBC each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the offering Offered Securities. (f) During the period of two years after the Closing Date, the Issuers will not, and sale will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities)Securities that have been reacquired by any of them. (g) Each During the period of two years after the Closing Date, the Issuers will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Issuers, jointly and severally, Investment Company Act. (h) The Issuers will pay for (i) all expenses incident incidental to the performance of their its obligations under this Agreement, the Terms Agreement Indenture, and the Registration Rights Agreement, including (including i) the provisions fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities, the preparation and printing of this Agreement), the Registration Rights Agreement, the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable, the Exchange Securities; (iiiii) the cost of qualifying the Offered Securities for trading in The Portal(SM) Market ("PORTAL") and any filing fees or other expenses incidental thereto; (iv) the cost of any advertising approved by the Issuers in connection with the issue of the Offered Securities; (v) for any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Offered Securities or the Exchange Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC may designate designates and the printing of memoranda relating thereto, ; (iiivi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, ; and (ivvii) for expenses incurred in distributing preliminary offering circulars and the Offering Document (including any applicable filing fee incident to, amendments and supplements thereto) to the review Purchasers. The Issuers will also pay or reimburse the Purchasers (to the extent incurred by the National Association of Securities Dealers, Inc. of the Registered Securities, (vthem) any for all travel expenses of the Issuers' Purchasers (to the extent reasonable) and the Issuers officers and employees and any other expenses of the Purchasers (to the extent reasonable) and the Issuers in connection with attending or hosting meetings with prospective purchasers of Registered the Offered Securities and (vi) expenses incurred in distributing from the Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the UnderwritersPurchasers. (hi) Neither In connection with the offering, until CSFBC shall have notified the Issuers and the other Purchasers of the completion of the resale of the Offered Securities, none of the Issuers nor any of their respective affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. (j) For a period of 180 days after the date of the initial offering of the Offered Securities by the Purchasers, none of the Issuers will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, nor file with the Commission a registration statement under the Act relating to any United States dollar-denominated debt securities issued or guaranteed by any of the Issuers and having a maturity of more than one year from the date of issue, issue or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFBC for a period beginning at the time of execution . None of the Terms Agreement Issuers will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and ending sale of the number of days after the Closing Date specified under "Blackout" in the Terms AgreementOffered Securities.