Common use of VERSION Clause in Contracts

VERSION. Company. This Agreement also may be terminated upon prior written notice, appropriate under the circumstances, to the Company in the event (i) of the receipt by the Advisor of an opinion of qualified independent counsel satisfactory to the Advisor and the Company (which consent the Company will not withhold unreasonably) that by reason of the Advisor’s activities with respect to the Company it is required to register as an investment adviser under the Investment Advisers Act of 1940 and it is not so registered; (ii) that the registration of the Administrator as a commodity pool operator under the CE Act or its NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that the Company (A) imposes additional trading limitation(s) pursuant to Section 1 of this Agreement which the Advisor does not agree to follow in its management of the Allocated Assets or (B) overrides trading instructions of the Advisor or does not consent to a material change to the Trading Approach requested by the Advisor; (iv) if the value of the Allocated Assets decreases to less than $5 million as the result of redemptions, distribution, reallocation of Allocated Assets or deleveraging initiated by the Company but not trading losses, as of the close of business on any Friday; (v) the Company elects (pursuant to Section 1 of this Agreement) to have the Advisor use a different Trading Approach in the Advisor’s management of the Allocated Assets from that which the Advisor is then using to manage such Allocated Assets and the Advisor objects to using such different Trading Approach; (vi) there is an unauthorized assignment of this Agreement by the Company and/or the Administrator; (vii) there is a material breach of this Agreement by the Company and/or the Administrator and, after giving written notice to the Company which identifies such breach, such material breach has not been cured within ten (10) days following receipt of such notice by the Company; (viii) the Advisor provides the Company with written notice, at least ninety (90) days’ prior to the end of the then current term, of the

VERSION. Company. This Agreement also Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement, the Borrower expressly agrees that, at any time after seven business days following written notice by the Lender to the Borrower of the occurrence of a Termination Event (the "Notice Period"), the Lender may be terminated upon prior written noticeseek the appointment of a receiver, appropriate under trustee or similar official to take possession of all or any portion of the circumstancesCollateral or to operate same and, to the Company in maximum extent permitted by law, may seek the event appointment of such a receiver. If the Borrower fails by the end of the Notice Period to initiate a legal proceeding to halt the appointment of a receiver, the Borrower will be deemed to irrevocably consent to and waive any right to object to or otherwise contest the appointment of a receiver, trustee or similar official and will be deemed to have (i) of granted such waiver and consent knowingly after having discussed the receipt by the Advisor of an opinion of qualified independent counsel satisfactory to the Advisor and the Company (which consent the Company will not withhold unreasonably) that by reason of the Advisor’s activities implications thereof with respect to the Company it is required to register as an investment adviser under the Investment Advisers Act of 1940 and it is not so registeredits counsel; (ii) acknowledged that (A) the registration uncontested right to have a receiver, trustee or similar official appointed is considered essential by the Lender in connection with the enforcement of the Administrator as a commodity pool operator Lender’s rights and remedies hereunder and under the CE Act or its NFA membership as Loan Documents, and (B) the availability of such remedies under the foregoing circumstances was a commodity pool operator is revoked, suspended, terminated or not renewedmaterial factor in inducing the Lender to enter into this Agreement; and (iii) that the Company (A) imposes additional trading limitation(s) pursuant to Section 1 of this Agreement which the Advisor does not agree to follow in its management furtherance of the Allocated Assets Lender’s rights under this Section 7(b), agreed to enter into any and all stipulations in any legal actions, or (B) overrides trading instructions agreements or other instruments in connection with the appointment of a receiver as provided for herein and to cooperate fully with the Lender in connection with the assumption and exercise of control by the receiver, trustee or similar official over all or any portion of the Advisor or does not consent to a material change to the Trading Approach requested by the Advisor; (iv) if the value of the Allocated Assets decreases to less than $5 million as the result of redemptions, distribution, reallocation of Allocated Assets or deleveraging initiated by the Company but not trading losses, as of the close of business on any Friday; (v) the Company elects (pursuant to Section 1 of this Agreement) to have the Advisor use a different Trading Approach in the Advisor’s management of the Allocated Assets from that which the Advisor is then using to manage such Allocated Assets and the Advisor objects to using such different Trading Approach; (vi) there is an unauthorized assignment of this Agreement by the Company and/or the Administrator; (vii) there is a material breach of this Agreement by the Company and/or the Administrator and, after giving written notice to the Company which identifies such breach, such material breach has not been cured within ten (10) days following receipt of such notice by the Company; (viii) the Advisor provides the Company with written notice, at least ninety (90) days’ prior to the end of the then current term, of theCollateral.

VERSION. February 2, 2004 and March 1, 2004, respectively (an "UNSOLICITED PROPOSAL"), and (c) only if the Board of Directors of the Company provides written certification to Investor that the Alternative Equity Financing Proposal is an Unsolicited Proposal. The Company shall notify Investor of its receipt of any Unsolicited Proposal immediately upon receipt thereof, and shall provide to Investor a copy of such Unsolicited Proposal or a description of all material terms thereof, including the party or parties involved. If the Company's board of directors determines that acceptance of any Unsolicited Proposal is required in order to fulfill its fiduciary obligations, prior to accepting such Unsolicited Proposal, the Company shall notify Investor of its intent to accept such Unsolicited Proposal. This Agreement also may be terminated upon prior written notice, appropriate under Investor shall have twenty-one (21) days from the circumstances, date it receives such notice from the Company to present a revised proposal of its own to the Company (although Investor shall under no circumstances be obligated to do so), which the Company's board of directors shall fully consider in good faith. In the event that, following the consideration of any revised proposal from Investor or, in the event absence of any such revised proposal, following the expiration of twenty-one (i21) days, the Company's board of directors determines that acceptance of the receipt by the Advisor of an opinion of qualified independent counsel satisfactory Unsolicited Proposal is required in order to the Advisor fulfill its fiduciary obligations pursuant to this Section 3.2 and the Company (which consent has complied with all aspects of this Section 3.2, then the Company will not withhold unreasonably) shall be under no obligation to proceed with the Anticipated Equity Financing; provided, however, that by reason all other terms and conditions of this Agreement and the Advisor’s activities with respect to Related Recapitalization Documents, including, without limitation, the Company it is required to register as an investment adviser under the Investment Advisers Act terms and conditions of 1940 any Notes and it is not so registered; (ii) that the registration of the Administrator as a commodity pool operator under the CE Act or its NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that the Company (A) imposes additional trading limitation(s) Warrants issued pursuant to Section 1 this Agreement, shall remain in full force and effect (with the exception of Sections 2.1, 2.5(b), 2.5(c), 4.6(b), 4.6(d), 4.6(e) and 4.6(h) of this Agreement which shall terminate and be of no further effect). Upon the Advisor does not agree to follow in its management later of (i) the termination, if applicable, of the Allocated Assets or Company's obligation to proceed with the Anticipated Equity Financing as described in this Section 3.2, and (B) overrides trading instructions of the Advisor or does not consent to a material change to the Trading Approach requested by the Advisor; (iv) if the value of the Allocated Assets decreases to less than $5 million as the result of redemptions, distribution, reallocation of Allocated Assets or deleveraging initiated by the Company but not trading losses, as of the close of business on any Friday; (vii) the Company elects (pursuant to date that no Notes are outstanding, the covenants contained in Section 1 of this Agreement4.6(f) to have the Advisor use a different Trading Approach in the Advisor’s management of the Allocated Assets from that which the Advisor is then using to manage such Allocated Assets and the Advisor objects to using such different Trading Approach; (vi) there is an unauthorized assignment of this Agreement by the Company and/or the Administrator; (vii) there is a material breach shall terminate and be of this Agreement by the Company and/or the Administrator and, after giving written notice to the Company which identifies such breach, such material breach has not been cured within ten (10) days following receipt of such notice by the Company; (viii) the Advisor provides the Company with written notice, at least ninety (90) days’ prior to the end of the then current term, of theno further effect.

VERSION. Company. This Agreement also may The general partner of MLP and OpCo shall be terminated upon prior written notice, appropriate under a single entity and shall not be changed without the circumstances, to the Company in the event (i) consent of a majority of the receipt by the Advisor of an opinion of qualified independent counsel satisfactory to the Advisor New Class B Units; and the Company (which consent the Company § The New Class B Units will not withhold unreasonably) that by reason of the Advisor’s activities have customary anti-dilution protections, including with respect to the conversion factors set forth in Exhibit A. Further, the New Class B Units shall be permitted to designate one (1) independent director to the Board of Directors of Ferrellgas, Inc., which director(s) shall be acceptable to OpCo and MLP, which acceptance shall not be unreasonably withheld (the “New Class B Independent Directors”). The New Class B Independent Directors shall receive notice of and be afforded an opportunity to attend and participate in each board meeting. The New Class B Independent Directors shall not be affiliated with any Consenting Noteholder and, following the expiration of the terms of the initial New Class B Independent Directors, subsequent New Class B Independent Directors shall be selected by 66.67% of the New Class B Units (and such subsequent New Class B Independent Directors shall not be affiliated with any Consenting Noteholder). The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Transaction Support Agreement dated as of __________ (the “Agreement”),9 by and among the Company it is required Parties and the Consenting Noteholders, including the transferor to register as an investment adviser the Transferee of any 2020 Note Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Consenting Noteholder”) under the Investment Advisers Act of 1940 Agreement. The Transferee specifically agrees to be bound by the terms and it is not so registered; (ii) that the registration conditions of the Administrator as a commodity pool operator under the CE Act or its NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that the Company (A) imposes additional trading limitation(s) pursuant to Section 1 of this Agreement which the Advisor does not agree to follow in its management of the Allocated Assets or (B) overrides trading instructions of the Advisor or does not consent to a material change to the Trading Approach requested by the Advisor; (iv) if the value of the Allocated Assets decreases to less than $5 million as the result of redemptions, distribution, reallocation of Allocated Assets or deleveraging initiated by the Company but not trading losses, Agreements and makes all representations and warranties contained therein as of the close date of business on any Friday; (v) the Company elects (pursuant Transfer, including the agreement to Section 1 be bound by the vote of the Transferor if such vote was case before the effectiveness of the Transfer discussed in this Transfer Agreement) to . Dated Executed: ___________________ Title: Address: E-mail Address(es): 9 Capitalized terms not otherwise defined in this Transfer Agreement shall have the Advisor use a different Trading Approach meanings ascribed thereto in the Advisor’s management of the Allocated Assets from that which the Advisor is then using to manage such Allocated Assets and the Advisor objects to using such different Trading Approach; (vi) there is an unauthorized assignment of this Agreement by the Company and/or the Administrator; (vii) there is a material breach of this Agreement by the Company and/or the Administrator and, after giving written notice to the Company which identifies such breach, such material breach has not been cured within ten (10) days following receipt of such notice by the Company; (viii) the Advisor provides the Company with written notice, at least ninety (90) days’ prior to the end of the then current term, of theAgreement.