Class B Call Price definition

Class B Call Price means the sum of the present values, discounted at a rate of 6.125% per annum, of the unpaid distributions due, or to become due, in respect of the Class B Payments to be made on each Class B Certificate being called on or after the Call Date (assuming, for purposes hereof, that the Underlying Securities are paid in full on their stated maturity date, and no portion thereof is accelerated or redeemed prior to such date). Any payments of interest on the Call Date by the Trust to the applicable Class B Certificateholder shall be excluded.

Class B Call Price means the per Class B Unit redemption price that the Partnership is required to pay to redeem each Class B Unit pursuant to the Class B Call Option, which price shall be equal to an amount that will result in an IRR with respect to the Class B Unit equal to the sum of (i) 300 basis points and (ii) the internal rate of return on the Senior Preferred Units of the Operating Partnership being issued on the Effective Date pursuant to the Plan and the Transaction Support Agreement, which will be inclusive of (w) 12.25% plus 150 basis point adjustment in the event the number of quarters in which payments in kind are made exceeds six (6)) (as illustrated by that certain side letter executed between the Partnership, the holders of Class B Units party thereto and Ares in effect as of the Effective Date setting out the IRR schedules, the “IRR Side Letter”), plus (x) 60 basis points for the original issue discount on the Senior Preferred Units, plus (y) 50 basis points for each and every quarter that the Quarterly Distributions on the Senior Preferred Units are paid in kind plus (z) any additional distributions, fees or other economics provided to the Senior Preferred Units after the Effective Date and, if applicable, any equity consideration after the Effective Date, which additional distributions, fees or other economics referred to in this clause (z) shall exclude any additional amounts paid or payable to any Initial Holder (as defined in the First Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P.) pursuant to the side letters executed between such Initial Holders and the Operating Partnership (the “Tax Side Letters”) in effect as of the Effective Date; provided, however, if the Class B Units are called on or before the first anniversary of the Effective Date, then the minimum Class B Call Price shall be $302.08 per Class B Unit less any cash distributed with respect to such Class B Unit prior to the time such Class B Unit is called.

Class B Call Price means the per Class B Unit redemption price that the Partnership is required to pay to redeem each Class B Unit pursuant to the Class B Call Option, which price shall be equal to an amount that will result in an IRR with respect to the Class B Unit equal to the sum of (i) 300 basis points and (ii) the internal rate of return on the Senior Preferred Units of the Operating Partnership being issued on the Effective Date pursuant to the Plan and the Transaction Support Agreement, which will be inclusive of (w) 12.25% plus 150 basis point adjustment in the event the number of quarters in which payments in kind are made exceeds six (6)) (as illustrated by that certain side letter executed between the Partnership, the holders of Class B Units party thereto and Ares in effect as of the Effective Date setting out the IRR schedules, the “IRR Side Letter”), plus (x) 60 basis points for the original issue discount on the Senior Preferred Units, plus (y) 50 basis points for each and every quarter that the Quarterly Distributions on the Senior Preferred Units are paid in kind plus (z) any additional distributions, fees or other economics provided to the Senior Preferred Units after the Effective Date and, if applicable, any equity consideration after the Effective Date, which additional distributions, fees or other economics referred to in this clause(z) shall exclude any additional amounts paid or payable to any Initial Holder (as defined in the First Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P.) pursuant to the side letters executed between such Initial Holders and the Operating Partnership (the “Tax Side Letters”) in effect as of the Effective Date; provided, however, if the Class B Units are called on or before the first anniversary of the Effective Date, then the minimum Class B Call Price shall be $302.08 per Class B Unit less any cash distributed with respect to such Class B Unit prior to the time such Class B Unit is called.