COVENANT TO VOTE
In connection with the Purchase Agreement dated as of November 7, 1999
("Agreement") among Ferrellgas Partners, L.P. ("Purchaser"), Ferrellgas, L.P.
("Subsidiary OLP") and Xxxxxxxx Natural Gas Liquids, Inc. ("Seller"), the
undersigned hereby agrees with Seller to vote at a duly called meeting of
holders of Purchaser's common units (the "Common Units"), or to execute a
consent in lieu thereof with respect to, all Common Units held by the
undersigned in favor of the following matters:
1. the approval of the conversion feature of the Purchaser's senior
convertible units representing limited partner interests, $40.00 liquidation
preference per unit (the "Senior Unit") and the issuance of Common Units upon
exercise of the conversion option set forth in the terms of the Purchaser's
Agreement of Limited Partnership; and
2. the approval of an exemption under the Purchaser's Agreement of
Limited Partnership for Seller in order for Seller to be able to vote all of its
Common Units upon conversion.
Capitalized terms not otherwise defined herein shall have the meaning set forth
in the Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Covenant to Vote
this 17th day of December, 1999.
XXXXXXX COMPANIES, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Xxxxxxx Companies, Inc.
