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Exchange agent

        U.S. Bank National Association has been appointed as the exchange agent for the exchange of the unregistered notes. Questions and requests for assistance relating to the exchange of the unregistered notes should be directed to the exchange agent addressed as follows:

U.S. Bank National Association
West Side Flats Operations Center
Attn: Brandi Steward
60 Livingston Avenue
Mail Station—EP-MN-WS2N
St. Paul, Minnesota 55107-2292

Telephone number: (651) 495-4738(800) 934-6802
Facsimile number (for Eligible Institutions only): (651) 495-8158

Fees and expenses

        We will bear the expenses of soliciting tenders pursuant to the exchange offer. The principal solicitation for tenders pursuant to the exchange offer is being made by electronic transmission.

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Additional solicitations may be made by our officers and regular employees and our affiliates in person, by telecopy, mail or telephone.

        We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its related reasonable out-of-pocket expenses and accounting and legal fees. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the unregistered notes and in handling or forwarding tenders for exchange.

        We will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the exchange offer. The tendering holder, however, will be required to pay any transfer taxes whether imposed on the registered holder or any other person, if:

•

certificates representing exchange notes or unregistered notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of any person other than the registered holder of unregistered notes tendered;



•

tendered unregistered notes are registered in the name of any person other than the person signing the letter of transmittal; or



•

a transfer tax is imposed for any reason other than the exchange of unregistered notes under the exchange offer.

        If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting treatment

        We will record the exchange notes in our accounting records at the same carrying value as the unregistered notes, which is the aggregate principal amount as reflected in our accounting records on the date of the exchange, as the terms of the exchange notes are substantially identical to the terms of the unregistered notes. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will capitalize the expenses relating to the exchange offer.

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Other

        Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

        We may in the future seek to acquire untendered unregistered notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any unregistered notes that are not tendered in the exchange offer.

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Description of other indebtednessDESCRIPTION OF OTHER INDEBTEDNESS

Senior securedSecured credit facility

        We have a $400$700 million senior secured revolving credit facility, with a $200 million letter of credit sub-facility. The senior secured credit facility matures in November 2012.October 2018. The senior securedobligations under this credit facility isare secured by substantially all of our assets, as well as substantially all of the operating partnership,assets of the general partner and certain subsidiaries of the operating partnershipour subsidiaries, but specifically excluding (a)(i) assets that are subject to the operating partnership's receivablesour accounts receivable securitization facility, (b)(ii) the general partner's equity interest in Ferrellgas Partners L.P. and (c)(iii) equity interestsinterest in certain unrestricted subsidiaries. Such obligations are also guaranteed by the general partner and certain of our subsidiaries. Therefore, borrowings under the seniorour secured credit facility will be effectively senior to your claims as a holder of the exchange notes being offered hereinhereby with respect to our assets securing such credit facility. Furthermore, the seniorour secured credit facility is guaranteed by our general partner and all of our subsidiaries, other than certain special purpose subsidiaries formed for use in connection with accounts receivables securitizations and certain immaterial subsidiaries. Therefore, the notes offered hereby will be structurally subordinated to the guarantees

        As of such subsidiariesJanuary 31, 2016, we had total borrowings outstanding under the senior secured credit facility. See "Risk factors—Risks relating to the exchange offer" and "Risks relating to the exchange notes."

        The seniorour secured credit facility is available for general partnership purposes (other than to carry or purchase margin or to extendof $311.6 million, of which $255.4 million was classified as long-term debt.

        Borrowings outstanding at January 31, 2016 under our secured credit to others for the purposefacility had a weighted average interest rate of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose)3.7%.

All borrowings under the seniorour secured credit facility bear interest, at our option, at a rate equal to either:

•

for Base Rate Loans or Swing Line Loans, the Base Rate, which is defined as the higher of i)(i) the federal funds rate plus 0.50%, ii)(ii) Bank of America's prime rate,rate; or iii)(iii) the Eurodollar Rate plus 1%1.00%; plus a margin varying from 2.50%0.75% to 3.25%1.75% (as of January 31, 2011,2016, the margin was 3.00%1.75%); or



•

for Eurodollar Rate Loans, the Eurodollar Rate, which is defined as the LIBOR Rate plus a margin varying from 3.50%1.75% to 4.25%2.75% (as of January 31, 2011,2016, the margin was 4.00%2.75%).

        As of January 31, 2011,2016, the federal funds rate and Bank of America's prime rate were 0.17%0.34% and 3.25%3.50%, respectively. As of January 31, 2011,2016, the one-monthone- month and three-month Eurodollar Rates were 0.32%0.48% and 0.39%0.70%, respectively.

        As of January 31, 2011, we had total borrowings outstanding under the seniorIn addition, our secured credit facility contains an annual commitment fee, which is payable at a per annum rate ranging from 0.35% to 0.50% times the actual daily amount by which the facility exceeds the sum of $110.9 million,(i) the outstanding amount of which $56.4 million was classified as long-term debt. Borrowings underrevolving credit loans and (ii) the securedoutstanding amount of letter of credit facility had a weighted average interest rate of 4.90% at January 31, 2011.obligations.

        Letters of credit outstanding at January 31, 20112016 totaled $49.0$72.0 million and were used primarily to secure insurance arrangements and, to a lesser extent, product purchases. At January 31, 2011,2016, we had availableremaining letter of credit remaining capacity of $151.0$128.0 million.

        All standby letter of credit commitments under our secured credit facility bear a per annum rate varying from 3.5% to 4.25% (as of January 31, 2011, the rate was 4.00%) times the daily maximum amount available to be drawn under such letter of credit. Letter of credit fees are computed on a quarterly basis in arrears.

The senior secured credit facility incurs an annual commitment fee payable on the daily unused portion of such facility at a per annum rate equal to 0.500%.

        The senior secured credit facility contains various affirmative and negative covenants and default provisions, as well as requirements with respect to the maintenance of specified financial ratios and limitations on the making of loans and investments.

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        In particular, the seniorour secured credit facility requires us to maintain:

•

a ratio of Consolidated Funded Senior Secured Indebtedness at a quarter end to Consolidated EBITDA for the four quarters then ended of 2.502.75 to 1.00 or less.



•

a ratio of Consolidated EBITDA to Consolidated Interest Charges for each four quarter period to be no less than 2.50 to 1.00.



•

a ratio of Consolidated Funded Indebtedness at a quarter end to Consolidated EBITDA for the four quarters then ended of 5.005.50 to 1.00 or less.

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Existing notes

        After giving effect to the issuance of the unregistered notes and the use of the net proceeds therefrom, ourOur notes have maturity dates ranging from 20172021 to 20212023 and bear interest at fixed rates ranging fromof 6.50% with respect to 9.125%.our senior notes due 2021, 6.75% with respect to our senior notes due 2022, and 6.75% with respect to our exchange notes due 2023 offered hereby. These notes require annual aggregate principal payments, without premium, during the following calendar years of approximately:

•

$300500 million—2017;2021;



•

$475 million—2022; and



•

$500 million—2021.2023.

        The agreements governing our notes contain various negative and affirmative covenants that limit our ability to, among other things:

•

incur additional indebtedness;



•

engage in transactions with affiliates;



•

incur liens;create liens on our assets;



•

sell assets;



•

make restricted payments;



•

enter into business combinations and assettransactions involving the sale transactions;of all or substantially all of our assets; and



•

engage in other lines of business.

        In the event of a default under our notes, the holders of each series of our notes may accelerate the maturity thereof and cause all outstanding amounts thereunder to become immediately due and payable.

        We are permitted to make quarterly cash distributions so long as each distribution does not exceed a specified amount, we meet a specified financial ratio and no default exists or would result from such distribution.

Other financial obligations

        We utilize a 3-yearan accounts receivable securitization facility for the purpose of providing us with additional short-term working capital funding, especially during the winter heating months. This facility was renewedentered into during April 2010January 2012 and expires in April 2013.matures on January 19, 2017. As part of this facility, we securitizetransfer an interest in a portionpool of our trade accounts receivable through a commercial paper conduit.to Ferrellgas Receivables, LLC, our wholly owned, unconsolidated, qualifying special purpose subsidiary, which in turn sells this interest to Wells Fargo Bank, N.A., Fifth Third Bank, and SunTrust Bank.

        We do not provide any guarantee or similar support with respect to the collectability of these accounts receivables. We remit daily to Ferrellgas Receivables, LLC funds collected on its pool of trade accounts receivables. The level of funding available under the facility is currently limited to $225.0 million during the lessermonths of January, February, March and December, $175.0 million during the months of April and May and $145.0 million or qualified tradefor all other months, depending on available undivided interests in our accounts receivable.receivable from certain customers. As of January 31, 2011, $145.02016, $119.0 million was funded under the accounts receivable securitization facility at an effective borrowing rate of 3.4%2.9%.

        Additionally, we maintain various non-cancelable operating leases with respect to property, computers, light and medium duty trucks, tractors and trailers. The following table summarizes our

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future minimum rental payments as of JanuaryJuly 31, 2010.2015. This summary also presents, should we elect to do so, the buyout amounts necessary to purchase the underlying assets at the end of the lease terms.

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Description of the exchange notesDESCRIPTION OF THE EXCHANGE NOTES

        We issued the unregistered notes and will issue the exchange notes under an indenture dated as of November 24, 2011,June 8, 2015, as supplemented, among us, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee. The terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the unregistered notes, except that the exchange notes will have been registered under the Securities Act, the certificates for the exchange notes will not bear legends restricting their transfer and the exchange notes will not have registration rights or any rights to additional interest, as thisthe exchange offer satisfies our obligations under the Registration Rights Agreementregistration rights agreement with respect to thosethe unregistered notes. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939.

        The Bridger Logistics Acquisition (as defined in "—Certain definitions") was consummated on June 24, 2015. Upon the consummation of the Bridger Logistics Acquisition, Bridger Logistics, LLC and each of its Subsidiaries became Restricted Subsidiaries and party to the indenture as Guarantors pursuant to a supplemental indenture, dated as of June 24, 2015.

        The following description is a summary of the material provisions of the indenture. It does not restate thatthis agreement in its entirety. We urge you to read the indenture because it, and not this description, definedefines your rights as holders of the unregistered notes.Noteholders. A copy of the indenture is available as set forth in "Where you can find more information."

The registered holder of a noteNote will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

        Some of the terms used in this description are defined in the section entitled "—Certain definitions." For purposes of this description:

•

description, the "partnership""Company" refers to Ferrellgas, L.P., without its consolidated subsidiaries; and



•

the "notes"Subsidiaries.

        The "Notes" refers to the exchange notes to be issued in the exchange offer described in this prospectus, and to any unregistered notes remaining after the exchange offer.

Brief description of the notes and note guarantees

        The notesNotes will:

•

be ourthe unsecured general joint and several obligations;obligations of the Issuers;



•

rank senior in right of payment to all our subordinated indebtedness;indebtedness of each of the Issuers;



•

rank equally in right of payment with all our other senior unsecured indebtedness;indebtedness of each of the Issuers, without giving effect to any collateral arrangements, including indebtedness outstanding under our Credit Agreement and the Existing Notes;



•

be effectively subordinated to, which means they will rank behind, ourthe secured indebtedness of the Issuers, including indebtedness under our Credit Agreement, to the extent of security given to secure thesuch indebtedness and structurally subordinated to the indebtedness and other liabilities of our subsidiaries.Subsidiaries that are not Guarantors; and



•

be initially unconditionally guaranteed by the Guarantors on a senior basis as described below under "—Note guarantees."

        As of January 31, 2016, we had $311.6 million of outstanding borrowings and $316.4 million available for additional borrowings under our secured credit facility (subject to a debt incurrence limitation covenant under this facility limiting additional borrowings to $162.1 million as of January 31, 2016), all of which borrowings would be effectively senior to the Notes. The Notes will be effectively junior to the indebtedness under the secured credit facility to the extent of the value of our assets that secure such facility. As of January 31, 2016, the Company's consolidated Subsidiaries (other than Finance Corp.) would have had no long-term indebtedness outstanding, except for such guarantees of

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our obligations under the secured credit facility and the Note Guarantees. See "Description of other indebtedness."

        Initially, each of the Company's existing Subsidiaries (other than certain unconsolidated special purpose subsidiaries formed for use in connection with accounts receivables securitizations and certain immaterial subsidiaries) will be considered Restricted Subsidiaries and all of such existing Restricted Subsidiaries (other than Foreign Subsidiaries and Finance Corp.) will become Guarantors of the Notes.

        Each Note Guarantee will:

•

be the unsecured general obligation of each Guarantor;



•

rank senior in right of payment to all subordinated indebtedness of each Guarantor;



•

rank equally in right of payment with all other senior indebtedness of each Guarantor, including the guarantees of the Credit Agreement and any future guarantees of the Existing Notes, without giving effect to any collateral arrangements; and



•

be effectively subordinated to, which means they will rank behind, the secured indebtedness of each Guarantor, including the guarantee of the Credit Agreement, to the extent of security given to secure such indebtedness.

        After the consummation of the Bridger Logistics Acquisition, Bridger Logistics, LLC and each of its Subsidiaries will be Restricted Subsidiaries and the Company will cause all of such Restricted Subsidiaries initially to become Guarantors of the Notes and to guarantee the Credit Agreement. Further, although the Company is not required to do so, after Bridger Logistics, LLC and its Subsidiaries become Guarantors and guarantee the Credit Agreement, the Company expects to undertake consent solicitations which, upon completion, may result in the Guarantors guaranteeing the Existing Notes.

        Because the notesNotes will be structurally subordinated to the indebtedness of our subsidiaries, noteholdersSubsidiaries that are not Guarantors, Noteholders generally will have no recourse to any of our subsidiariesSubsidiaries that are not Guarantors or their assets for amounts due under the notes.Notes. Noteholders may, however, have indirect recourse to the extent the partnershipCompany has rights as a holder of equity interests in its subsidiaries.Subsidiaries that are not Guarantors. In addition, the noteholdersNoteholders will not have any right to require our subsidiariesSubsidiaries to make distributions to the partnership.Company. Furthermore, noteholdersNoteholders generally will have no recourse to our assets which are provided as security to other indebtedness other than such rights that any other unsecured creditor may have to such assets during a bankruptcy or other insolvency proceeding. See "Risk factors." As of January 31, 2016, as specified above, our consolidated Subsidiaries that are not Guarantors would hold approximately $183.2 million, or 7%, of the Company's total assets and approximately $130.5 million, or 6%, of the Company's total liabilities, all of which liabilities are outstanding under our accounts receivable securitization facility and are non-recourse to the Issuers and the Guarantors. For the twelve month period ended January 31, 2016, as specified above, our consolidated Subsidiaries that are not Guarantors would account for an immaterial amount of revenues of the Company on a pro forma basis.

Note guarantees

        Initially, each of the Company's existing Subsidiaries (other than the Unrestricted Subsidiaries on the Issue Date) will be considered Restricted Subsidiaries and each of such Restricted Subsidiaries (other than Foreign Subsidiaries and Finance Corp.) will jointly and severally Guarantee the obligations of the Issuers under the Notes and the Indenture on a senior unsecured basis as guarantors (each referred to herein as, a "Guarantor"). In addition, if the Company or any Restricted Subsidiary acquires or creates a Restricted Subsidiary (other than a Foreign Subsidiary) after the Issue Date, which Restricted Subsidiary guarantees or otherwise becomes an obligor under the Credit Agreement

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or other Indebtedness of the Company or any Guarantor (other than certain intercompany Indebtedness specified below) in excess of the De Minimis Guaranteed Amount, the Company will cause such new Restricted Subsidiary to provide a Note Guarantee. After the consummation of the Bridger Logistics Acquisition, Bridger Logistics, LLC and each of its Subsidiaries will be Restricted Subsidiaries and the Company will cause all of such Restricted Subsidiaries initially to become Guarantors of the Notes and to guarantee the Credit Agreement. Further, although the Company is not required to do so, after Bridger Logistics, LLC and its subsidiaries become Guarantors and guarantee the Credit Agreement, the Company expects to undertake consent solicitations which, upon completion, may result in the Guarantors guaranteeing the Existing Notes.

        As of January 31, 2016, as described above, the Company's consolidated Subsidiaries (other than Finance Corp.) would have had no long-term indebtedness outstanding, except for the Note Guarantees and such guarantees of our obligations under the secured credit facility, as to which the Note Guarantees would have been effectively subordinated to the extent of the assets secured thereby.

        Although the Indenture will limit the amount of Indebtedness that Restricted Subsidiaries may incur, such Indebtedness may be substantial and such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such Subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See "—Certain covenants—Limitation on additional indebtedness."

        The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law, although no assurance can be given that a court would give the Noteholder the benefit of such provision. See "Risk factors—Risks relating to the notes and this offering—Federal and state statutes could allow courts, under specific circumstances, to void the subsidiary guarantees, subordinate claims in respect of the notes and require noteholders to return payments received from subsidiary guarantors." If a Note Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Guarantor, and, depending on the amount of such indebtedness, a Guarantor's liability on its Guarantee could be reduced to zero. If the obligations of a Guarantor under its Note Guarantee were avoided, Noteholders would have to look to the assets of any remaining Guarantors for payment. There can be no assurance in that event that such assets would suffice to pay the outstanding principal and interest on the Notes.

        The Note Guarantee of a Guarantor will terminate upon:

(1)

a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (other than, in either case, to the Company or a Restricted Subsidiary), whether or not such Guarantor is the surviving entity in such transaction, if the sale or other disposition does not violate the covenants described under "—Offers to purchase; repurchase at the option of the noteholders—Asset sales";



(2)

the designation in accordance with the Indenture of such Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which such Guarantor is no longer a Restricted Subsidiary;



(3)

defeasance or discharge of the Notes, as provided in "—Legal defeasance and covenant defeasance" and "—Satisfaction and discharge";



(4)

the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing;

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(5)

such Guarantor consolidating with, merging into or transferring all of its properties or assets to either the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist; or



(6)

at such time as (x) such Guarantor is not an obligor under the Credit Agreement or any Indebtedness (other than intercompany Indebtedness permitted to be incurred pursuant to clause (5) of the second paragraph of the covenant described under "—Certain covenants—Limitation on additional indebtedness") of the Issuers or any Guarantor in excess of the De Minimis Guaranteed Amount and (y) such Guarantor does not Guarantee any other Indebtedness of the Company or any of the other Guarantors (other than any such intercompany Indebtedness) in excess of the De Minimis Guaranteed Amount.

Principal, maturity and interest

        The notes:Notes:

•

will be issued in registered form, without coupons, and in denominations of $2,000, or in integral multiples of $1,000 in excess thereof;

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•

will accrue interest at the annual rate of 6.50%6.75% from and including the last interest payment date on which interest was paid on the unregistered notes (i.e., December 15, 2015), which interest will be computed on the basis of a 360-day360- day year comprised of twelve 30-day months;



•

will pay interest semi-annually in arrears on May 1June 15 and November 1December 15 to holders of record on the immediately preceding AprilJune 1 and December 1; commencing June 15, and October 15 with the next interest payment date being November 1, 2011;2016; and



•

will mature on May 1, 2021.June 15, 2023.

        We do not intend to list the notesNotes on any securities exchange or to seek approval for quotations of the notesNotes through any automated quotation system.

        We may issue additional notesNotes ("Additional Notes") from time to time after this offering as part of this series or in one or more additional series. Any offering of additional notesAdditional Notes is subject to the covenant described below in the section entitled "—Certain covenants—Limitation on additional indebtedness." The notesNotes and any additional notesAdditional Notes later issued under the indentureIndenture as part of this series will be treated as a single class for all purposes under the indenture,Indenture, including waivers, amendments, redemptions and offers to purchase.

        We will pay principal and interest on the notesNotes at our office or agency, which we maintain in New York City. At our option, we may make payments of interest by check mailed to the noteholdersNoteholders at their respective addresses as set forth in the register of notes.Notes. All payments with respect to global notes,Notes, however, will be made by wire transfer of immediately available funds to the accounts specified by the holders of the global notes.Notes. Until otherwise designated by us, our office or agency in New York will be the office of the trusteeTrustee maintained for payment purposes.

Special mandatory redemption

        In the event that (a) the Bridger Logistics Acquisition does not take place on or prior to October 1, 2015 (the "Outside Date") or (b) at any time prior to the Outside Date, the Bridger Logistics Acquisition Agreement is terminated (any such event being a "Special Mandatory Redemption Event"), the Issuers will redeem all of the Notes (the "Special Mandatory Redemption") at a price equal to 100.00% of the initial issue price of the Notes plus accrued and unpaid interest from the Issue Date to, but not including, the redemption date (the "Special Mandatory Redemption Price").

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        Notice of the occurrence of a Special Mandatory Redemption Event and that a Special Mandatory Redemption is to occur (the "Special Mandatory Redemption Notice") shall be delivered to the Trustee and mailed by first class mail to each Noteholder's registered address and, in addition, electronically delivered according to the procedures of DTC, within five Business Days after the Special Mandatory Redemption Event. At the Issuers' written request, the Trustee shall give the Special Mandatory Redemption Notice in the Issuers' names and at their expense. On such date specified in the Special Mandatory Redemption Notice as shall be no more than five Business Days (or such other minimum period not to exceed 30 days as may be required by DTC) after mailing the Special Mandatory Redemption Notice, the Special Mandatory Redemption shall occur (the date of such redemption, the "Special Mandatory Redemption Date").

        If funds sufficient to pay the Special Mandatory Redemption Price of all of the Notes to be redeemed on the Special Mandatory Redemption Date are deposited with a paying agent or the Trustee on or before such Special Mandatory Redemption Date, then on and after such Special Mandatory Redemption Date, the Notes shall cease to bear interest and, other than the right to receive the Special Mandatory Redemption Price, all rights under such Notes shall terminate.

        Prior to the Special Mandatory Redemption or the consummation of the Bridger Logistics Acquisition, the Company shall maintain the net proceeds from this offering on hand at all times (in cash or Cash Equivalents). However, Noteholders will not have any special access or rights to or a Lien or encumbrance of any kind on the net proceeds to the Issuers from this offering.

Optional redemption

        We do not have the option to redeem the notes before May 1, 2016. On and after May 1, 2016,June 15, 2019, we have the right to redeem the notes,Notes, in whole or in part, upon not less than 3015 nor more than 60 daysdays' notice, at the redemption prices (expressed in percentages of principal amount) listed in the table below, plus accrued and unpaid interest on the notesNotes to the applicable redemption date, if redeemed during the twelve months beginning on May 1June 15 of the years indicated in the table below:

        Prior to June 15, 2018 we may, at our option, on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including Additional Notes) issued under the Indenture in an amount not in excess of the Net Proceeds of one or more Equity Offerings at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Noteholders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that:

        (1)   at least 65% of the original principal amount of the Notes issued on the Issue Date remains outstanding after each such redemption; and

        (2)   the redemption occurs within 180 days after the closing of the related Equity Offering.

        At any time prior to June 15, 2019, we also have the right to redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of Noteholders of record on the relevant record date to receive interest due on the relevant interest payment date).

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        "Applicable Premium" with respect to any Notes to be redeemed, means an amount equal to the greater of:

(1)

1.0% of the principal amount of such Notes; and



(2)

the excess, if any, of:

        (A)  the present value at such redemption date of (i) the redemption price of such Note at June 15, 2019 (such redemption price being set forth in the table appearing above under the caption "Optional redemption") plus (ii) all required interest payments (excluding accrued and unpaid interest to such redemption date) due on such Note through June 15, 2019, in each case computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (B)  the principal amount of such Note.

        "Treasury Rate" means, as of any redemption date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 15, 2019; provided, however, that if the period from the redemption date to June 15, 2019 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to June 15, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

        The notice of redemption with respect to the foregoing redemption need not set forth the Applicable Premium but only the manner of calculation thereof. We will notify the Trustee of the Applicable Premium with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation.

Mandatory redemption; open market purchases

        WeExcept as described above under "—Special mandatory redemption," we are not required to make any mandatory redemption or sinking fund payments with respect to the notes.Notes. We may at any time and from time to time purchase notesNotes in the open market or otherwise.

Offers to purchase; repurchase at the option of the noteholders

        We may be required to offer to purchase the notesNotes if there is a change in control of, or specified asset sales by, the partnership.Company.

Change of control offer

        The indenture defines the term "change of control."        Upon the occurrence of a changeChange of control,Control, each noteholderNoteholder will have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notesNotes pursuant to a changeChange of control

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offerControl Offer (as defined below) on the terms set forth in the indenture.Indenture. In a changeChange of control offer,Control Offer, we will offer to repurchase the Notes a change of control paymentpurchase price in cash equal to 101% of the aggregate principal amount of the notesNotes or portion of notesNotes validly

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tendered for payment, plus accrued and unpaid interest to the date of purchase. Generally, a changepurchase (the "Change of controlControl Payment"). A "Change of Control" would occur when:

        (1)   there is a sale, lease, conveyance or other disposition of all or substantially all of the assets of the partnershipCompany to any entity other than to a Related Party;

        (2)   there is a liquidation or dissolution of the Company or our General Partner or a successor to the General Partner; or

        (3)   there is any transaction or series of transactions that results in this regard,a Person other than a Related Party beneficially owning in the aggregate, directly or indirectly, more than 50% of the voting stock of our General Partner or a successor to the General Partner.

        The meaning of "all or substantially all" varies according to the facts and circumstances of the subject transaction and has no clearly established meaning under New York law, which is the law that governs the indenture;Indenture; therefore, in some transactions it may be unclear whether a changeChange of controlControl has occurred;

        (2)   there is a liquidation or dissolution of the partnership or our general partner or a successor to the general partner; or

        (3)   there is any transaction or series of transactions that results in a Person other than a Related Party beneficially owning in the aggregate, directly or indirectly, more than 35% of the voting stock of our general partner or a successor to the general partner and such percentage is more than the percentage of voting stock that is owned by the Related Party or a successor to the Related Party.occurred.

        Within 30 days following any changeChange of control,Control, we will mail a notice (the "Change of Control Offer") to each noteholderNoteholder stating that, among other things, a changeChange of control offerControl Offer is being made, that all notesNotes tendered will be accepted for payment and that any noteNote not tendered will continue to accrue interest. We will identify the amount of the changeChange of control paymentControl Payment and the changerepurchase date (which shall be no earlier than 15 days nor later than 60 days from the date such notice is mailed) (the "Change of control payment date for the notes.Control Payment Date");. The notice will also include directions for noteholdersNoteholders who elect to have their notesNotes purchased in the changeChange of control offer.Control Offer.

        Noteholders will be entitled to withdraw any election to have their notesNotes purchased if the paying agent receives timely and proper notice of such withdrawal. The notice from the partnershipCompany to noteholdersNoteholders will describe the requirements for the notice from the noteholdersNoteholders to the paying agent.

        We will comply with the requirements of Rule 14e-l under the Exchange Act and any other relevant securities laws applicable to the repurchase of notesNotes in connection with a changeChange of control.Control.

        On the changeChange of controlControl payment date, we will, to the extent lawful, accept for payment notesNotes or portions of notesNotes tendered in accordance with the changeChange of control offer;Control Offer; deposit an amount equal to the changeChange of control paymentControl Payment for the notesNotes with the paying agent in respect of all notesNotes or portions of notesNotes properly tendered; and deliver or cause to be delivered to the trusteeTrustee the notesNotes so accepted together with an officers' certificate stating the aggregate amount of the notesNotes or portions of notesNotes tendered to us.

        The paying agent will promptly mail the changeChange of control paymentControl Payment to each noteholder.Noteholder. The trusteeTrustee will promptly authenticate and mail to each noteholderNoteholder a new noteNote equal in principal amount to any unpurchased portion of the notesNotes surrendered. However, each new noteNote will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. We will publicly announce the results of the changeChange of control offerControl Offer on or promptlyas soon as practicable after the changeChange of control payment date.Control Payment Date.

        We will not be required to make a changeChange of control offerControl Offer upon a changeChange of controlControl if a third party makes the changeChange of control offerControl Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indentureIndenture applicable to a changeChange of control offerControl Offer made by us and purchases all notesNotes properly tendered and not withdrawn under the changeChange of control offer.Control Offer.

        A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

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        In the event that Noteholders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company, or any third party making such Change of Control Offer in lieu of the Company as described above, purchases all of the Notes held by such Noteholders, the Company will have the right, upon not less than 15 nor more than 60 days' prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price in cash equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on such Notes that remain outstanding, to the date of redemption (subject to the right of Noteholders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

        The triggering of the purchase right will not constitute an event of default under the indenture.Indenture. Upon a changeChange of control,Control, all obligations under our senior unsecured credit facilities will alsoCredit Agreement may immediately become due and payable. In addition, we may not have sufficient immediate financial resources to pay cash to the holders of notesNoteholders upon a repurchase or repay our senior unsecured credit

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facilities.obligations under our Credit Agreement. The failure of the partnershipCompany to repurchase the notesNotes upon a changeChange of control offerControl Offer would constitute an immediate Event of Default under the indenture.Indenture.

        The Change of Control purchase feature of the Notes may in certain circumstances make it more difficult or discourage a sale or takeover of the Company (or any of its direct or indirect parent companies) and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the initial purchasers of the Notes and us. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under "—Certain covenants—Limitation on additional indebtedness" and "—Certain covenants—Limitation on liens."

Asset sales

        The indenture defines the term "Asset Sale" and provides that the partnership and, in specified circumstances, its subsidiaries that are Restricted Subsidiaries, meaning they are not "Unrestricted Subsidiaries," must comply with restrictions applicable to an Asset Sale. Briefly, an Unrestricted Subsidiary has no Indebtedness or any other obligation that, directly or indirectly, is guaranteed by or obligates in any way the partnership.

        The partnershipCompany and its Restricted Subsidiaries may complete an Asset Sale only if the partnershipCompany or its Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the fair market value,Fair Market Value, as determined in good faith by an authorized financial officer of our general partner,the Company, of the assets sold or otherwise disposed of, and, if such Asset Sale involves assets with a fair market valueFair Market Value in excess of $10 million, then at least 75% of the consideration received by the partnershipCompany or the Restricted Subsidiary in the Asset Sale and all other Asset Sales since the Issue Date is in the form of cash.cash or Cash Equivalents. For purposes of determining the amount of cash received in an Asset Sale, the following will be deemed to be cash:

        (1)   the amount of any liabilities on the partnership'sCompany's or any Restricted Subsidiary's balance sheet that are assumed by the transferee of the assets; and

        (2)   the amount of any notesNotes or other obligations received by the partnershipCompany or the Restricted Subsidiary from the transferee that is converted within 180 days by the partnershipCompany or the Restricted Subsidiary into cash, to the extent of the cash received.received;

        (3)   any assets used or useful in or related to a Permitted Business; and

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        (4)   any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received since the Issue Date pursuant to this clause (4) that is at that time outstanding, not to exceed the greater of (i) $50 million and (ii) 10% of Consolidated Net Tangible Assets determined on the date of the receipt of such Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being as determined in good faith by the Company and measured at the time received and without giving effect to subsequent changes in value).

        Furthermore, the 75% limitation will not apply to any Asset Sale in which the cash portion of the consideration received is equal to or greater than the after-tax proceeds would have been had the Asset Sale complied with the 75% limitation.

        If the partnershipCompany or any of its Restricted Subsidiaries receives Net Proceeds exceeding $20 million from one or more Asset Sales in any fiscal year, then within 365 days after the date the aggregate amount of Net Proceeds exceeds $20 million, or if the partnershipCompany or any of its Restricted Subsidiaries has entered into a binding commitment or commitments with respect to any of the actions described in clause (3) below, within the later of (x) 365 days after the date the aggregate amount of Net Proceeds exceeds $20 million or (y) 180 days after the entering into such commitment or commitments, the Company or any such Restricted Subsidiary must apply the amount of such Net Proceeds either (1) to reduce Indebtedness of the partnershipCompany or any of its Restricted Subsidiaries withthat is secured by a permanent reduction of availability inLien permitted to be incurred under the case of revolvingIndenture (including Indebtedness under the Credit Agreement), (2) to prepay, repay, redeem or purchase any other Senior Indebtedness, or (2)(3) to make an investment (including by acquisition) in assets or capital expenditures used or useful in or related to the partnership's or any of its Subsidiaries' business as in effect on the date of the indenture or businesses related or ancillary thereto.a Permitted Business. Any Net Proceeds that are not applied or invested in either of these ways will be considered "Excess Proceeds."

Pending the final application of any Net Proceeds, the partnershipCompany or any Restricted Subsidiary may temporarily reduce borrowings under the Credit Facilities, or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.Indenture.

        When the aggregate amount of Excess Proceeds exceeds $20 million, we will make an offer to all noteholders,Noteholders, and holders of other Indebtedness outstanding that is pari passu with the notesNotes containing provisions similar to those set forth in the indentureIndenture with respect to offers to purchase or redeem with the proceeds of asset sales, to purchase for cash that number of notesNotes that may be purchased out of the Excess Proceeds at a purchase price equal to 100% of the principal amount of the noteNote plus accrued and unpaid interest to the date of purchase. We will follow the procedures set forth in the indentureIndenture and we will comply with the requirements of Rule 14e-l14e-1 under the Exchange Act and any other applicable securities laws.

        To the extent that the aggregate amount of notesNotes tendered in response to our purchase offer is less than the Excess Proceeds, the partnershipCompany or any Restricted Subsidiary may use such deficiency for

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general business purposes. If the aggregate principal amount of notesNotes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trusteeTrustee shall select the notesNotes and such other pari passu Indebtedness to be purchased on a pro rata basis in proportion to the aggregate principal amount of the notesNotes and such other pari passu Indebtedness tendered in accordance with the procedures for selection and notice of redemption set forth below. Upon completion of the offer to the noteholders,Noteholders, the amount of Excess Proceeds will be reset at zero.

Selection and notice of redemption

        If less than all the notesNotes are to be redeemed at any time, the trusteeTrustee will select the notesNotes to be redeemed among the holders of notes pro rata,Noteholders, by lot or in accordance with a method which the trusteeTrustee considers to be fair and appropriate.appropriate (in accordance with the procedures of DTC). The trusteeTrustee must choose in a manner that complies with any legal and stock exchange requirements. Notices of redemption shall be

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mailed by first class mail at least 1015 but not more than 60 days before the redemption date to each holder of notesNoteholder to be redeemed at its registered address. Notices of redemption, including, without limitation, upon an Equity Offering, may, at the Company's discretion, be subject to one or more conditions precedent, including, without limitation, completion of the related Equity Offering. If any noteNote is to be redeemed in part only, the notice of redemption that relates to that noteNote shall state the portion of the principal amount thereof to be redeemed. A new noteNote in principal amount equal to the unredeemed portion of the noteNote will be issued in the name of the holder of that noteNote upon surrender and cancellation of the original note.Note. On and after the redemption date, interest ceases to accrue on notesNotes or portions of notesNotes called for redemption.

Certain covenants

        The indentureIndenture requires us to comply with a number of covenants, including those summarized below.

Limitation on additional indebtedness

        The partnership and its Restricted Subsidiaries may incur more debt only under specified circumstances. The partnershipCompany will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranteeGuarantee or in any manner become directly or indirectly liable, contingently or otherwise, for the payment of, in each case, to "incur," any Indebtedness, unless at the time of the incurrence and after giving pro forma effect to the receipt and application of the proceeds of the Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the partnershipCompany would be greater thanat least 2.00 to 1.00.

        In addition to any Indebtedness that may be incurred as set forth above, the partnershipCompany and its Restricted Subsidiaries may incur Indebtedness as permitted by the clauses below (collectively, "Permitted Indebtedness." The term Permitted Indebtedness is defined in the indenture and includes:Indebtedness"):

        (1)   Indebtedness outstanding as ofon the date ofIssue Date, including the indenture;Existing Notes (other than Indebtedness described in clauses (3) and (12) below);

        (2)   Indebtedness of the partnershipCompany or a Restricted Subsidiary incurred for the making of expenditures for the improvement or repair, to the extent the improvements or repairs may be capitalized in accordance with GAAP, or additions, including by way of acquisitions of businesses and related assets, to the property and assets of the partnershipCompany and its Restricted Subsidiaries, including, without limitation, the acquisition of assets subject to operating leases, Indebtedness incurred under the Credit Facilities, or incurred by assumption in connection with additions, including additions by way of acquisitions or capital contributions of businesses and related assets, to the property and assets of the partnershipCompany and its Restricted Subsidiaries; provided, that the aggregate principal amount of this Indebtedness (when taken together with Permitted Refinancing Indebtedness incurred pursuant to clause (6) below in respect of Indebtedness originally incurred under this clause (2)) outstanding at any time may not exceed the greater of (a) $75 million;million and (b) 2.5% of Consolidated Net Tangible Assets determined on the date of incurrence of such Indebtedness;

        (3)   Indebtedness of the partnershipCompany or a Restricted Subsidiary (a) incurred for any purpose permitted under the Credit Facilities or (b) owing in respect of any Accounts Receivable Securitization, operating lease, or other off-balance sheet obligation existing on the date of the indentureIssue Date that arises




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because, after the date of the indenture,Issue Date, such off-balance sheet obligations are refinanced with Indebtedness, provided, that the aggregate principal amount of this Indebtedness outstanding under this clause at any time may not exceed an amount equal to the sumgreater of (x) $500$800 million and (y) $550 million plus (y) the amount, if any, by which the Borrowing Base as25% of Consolidated Net Tangible Assets determined on the date of calculation exceeds the amountincurrence of the Borrowing Base assuch Indebtedness;

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        (4)   Indebtedness of the partnershipCompany owed to our general partnerGeneral Partner or an affiliate of our general partnerGeneral Partner that is unsecured and that is subordinated in right of payment to the notes;Notes; provided, that the aggregate principal amount of this Indebtedness (when taken together with Permitted Refinancing Indebtedness incurred pursuant to clause (6) below in respect of Indebtedness originally incurred under this clause (4)) outstanding at any time under this clause may not exceed $50 million and this Indebtedness has a final maturity date later than the final maturity date of the notes;Notes;

        (5)   Indebtedness owed by the partnershipCompany to any Restricted Subsidiary or owed by any Restricted Subsidiary to the partnershipCompany or to any other Restricted Subsidiary;

        (6)   Permitted Refinancing Indebtedness (including, for the avoidanceincurred in respect of doubt, Indebtedness incurred as permitted under the Consolidated Fixed Charge Coverage Ratio test set forth in the second sentencefirst paragraph of this section entitled "—Certain covenants—Limitation on additional indebtedness"); and clauses (1), (2) and (4) above, this clause (6) and clauses (8), (11) and (13) below;

        (7)   the incurrence by the partnershipCompany or a Restricted Subsidiary of Indebtedness owing directly to its insurance carriers, without duplication, in connection with the partnership's,Company's, its Subsidiaries' or its Affiliates'affiliates' self-insurance programs or other similar forms of retained insurable risks for their respective businesses, consisting of reinsurance agreements and indemnification agreements, and guaranteesGuarantees of the foregoing, secured by letters of credit; provided, that any Consolidated Fixed Charges associated with the Indebtedness evidenced by thesuch reinsurance agreements, indemnification agreements, guaranteesGuarantees and letters of credit will be included, without duplication, in any determination of the Consolidated Fixed Charge Coverage Ratio test set forth in the second sentencefirst paragraph of this section entitled "—Certain covenants—Limitation on additional indebtedness;"

        (8)   Indebtedness of the partnershipCompany and its Restricted Subsidiaries in respect of Capital"Capital Leases," meaning, generally, any lease of any property which would be required to be classified and accounted for as a capital lease on a balance sheet of the lessor; provided, that the aggregate amount of this Indebtedness (when taken together with Permitted Refinancing Indebtedness incurred pursuant to clause (6) above in respect of Indebtedness originally incurred under this clause (8)) outstanding at any time may not exceed $30 million;

        (9)   Indebtedness of the partnershipCompany and its Restricted Subsidiaries represented by letters of credit supporting (a) obligations under workmen's compensation laws, (b) obligations to suppliers of propane or energy commodity derivative providers in the ordinary course of business consistent with past practices, not to exceed $15 million at any one time outstanding, and (c) the repayment of Indebtedness permitted to be incurred under the indenture;Indenture;

        (10) bid, appeal, reimbursement, performance, surety and similar bonds and appeal bonds requiredcompletion guarantees issued or provided by, or for the account of, the Company or a Restricted Subsidiary (a) in the ordinary course of business, or(b) in connection with the enforcement of rights or claims of the partnershipCompany or any of its Subsidiaries or (c) in connection with judgments that do not result in a "Default"Default or "EventEvent of Default" (which terms are definedDefault, and any Guarantees or obligations with respect to letters of credit functioning as or supporting any of the foregoing bonds or obligations and workers' compensation claims in the section entitled "—Eventsordinary course of default and remedies");business;

        (11) Indebtedness of the partnershipCompany or its Restricted Subsidiaries incurred in connection with business acquisitions of retail propane businesses in favor of the sellers of such businesses in an aggregate principal amount not to exceed $20 million in any fiscal year and not to exceed $70 million at any one time outstanding;outstanding (including any Permitted Refinancing Indebtedness incurred pursuant to clause (6) above in respect of Indebtedness incurred under this clause (11)) determined on the date of incurrence of such Indebtedness; provided, that the principal amount of such Indebtedness incurred in connection with any such acquisition shall not exceed the fair market valueFair Market Value of the assets so acquiredacquired;

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        (12) the Notes (other than any Additional Notes issued after this offering), the Note Guarantees and to the extent issuedExchange Notes (and the Guarantees thereof);

        (13) the incurrence by the partnership, such Indebtedness is expressly subordinated to the notes;

        (12) unsecured Indebtedness of the partnershipCompany or its Restricted Subsidiaries whichof Permitted Acquisition Indebtedness;

        (14) liability of the Company or any Restricted Subsidiary in respect of Indebtedness of any Unrestricted Subsidiary or any Joint Venture but only to the extent that such liability is the result of (a) the Company's or such Restricted Subsidiary's being a general partner or member of, or owner of Capital Stock in, such Unrestricted Subsidiary or Joint Venture and not otherwiseas guarantor of such Indebtedness and provided that after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (14) (a) and then outstanding does not exceed $25 million or (b) the pledge of (or a PermittedGuarantee limited in recourse solely to) Capital Stock in such Unrestricted Subsidiary or Joint Venture held by the Company or such Restricted Subsidiary to secure such Indebtedness and solely to the extent such Indebtedness constitutes Non-Recourse Debt;

        (15) the incurrence by the Company or its Restricted Subsidiaries of Indebtedness consisting of the financing of insurance premiums in customary amounts consistent with the operations and business of the Company and the Restricted Subsidiaries;

        (16) the Guarantee by the Company or its Restricted Subsidiaries of Indebtedness of the Company or its Restricted Subsidiaries that was permitted to be incurred by another provision of this section entitled "—Certain covenants—Limitation on additional indebtedness";

        (17) the incurrence of Indebtedness by any of the Company and the Restricted Subsidiaries to the extent the net proceeds thereof are concurrently (a) used to redeem all of the outstanding Notes or (b) deposited to effect legal defeasance or covenant defeasance or satisfy and discharge this Indenture as described in "—Legal defeasance and covenant defeasance" and "—Satisfaction and discharge";

        (18) the incurrence of any obligations to any lender in respect of treasury management arrangements, depositary or other cash management services, including any treasury management line of credit;

        (19) the incurrence of in-kind obligations relating to net Hydrocarbon balancing positions arising in the ordinary course of business; and

        (20) additional Indebtedness of the Company or its Restricted Subsidiaries in an aggregate outstanding amount not to exceed the greater of (a) $50 million and (b) 5% of Consolidated Net Tangible Assets; and

        (13)Assets determined on the notes (other than any additional notes issued after this offering).




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        For purposes of determining compliance with this covenant,covenant:

        (1)   in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or is entitled to be incurred in compliance with the Consolidated Fixed Charge Coverage Ratio in the first paragraph of this section, the partnershipCompany may, in its sole discretion, classify (or later reclassify) in whole or in part such items of Indebtedness in any manner that complies with this covenant, and such item of Indebtedness or a portion thereof may be classified (or later reclassified) in whole or in part as having been incurred under more than one of the applicable clauses of Permitted Indebtedness or in compliance with the Consolidated Fixed Charge Coverage Ratio in the first paragraph of this section.section; and

        (2)   all Indebtedness outstanding on the Issue Date under the Credit Agreement shall be deemed Incurred under clause (3) of the second paragraph of this covenant and may not be reclassified in the future.

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        The "amount" or "principal amount" of any Indebtedness or Preferred Stock or Redeemable Capital Stock outstanding at any time of determination as used herein shall be as set forth below or, if not set forth below, determined in accordance with GAAP:

        (1)   the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

        (2)   the principal amount of the Indebtedness, in the case of any other Indebtedness;

        (3)   in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

        (a)   the Fair Market Value of such assets at the date of determination; and

        (b)   the amount of the Indebtedness of the other Person;

        (4)   in the case of any Capital Lease obligation, the amount of Indebtedness represented by such obligation being the capitalized amount of such obligation determined in accordance with GAAP, and the stated maturity thereof being the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty;

        (5)   in the case of any Redeemable Capital Stock, as specified in the definition thereof;

        (6)   in the case of all other unconditional obligations, the amount of the liability thereof determined in accordance with GAAP; and

        (7)   in the case of all other contingent obligations, the maximum liability at such date of such Person.

        For purposes of determining any particular amount of Indebtedness, if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (3) of the definition of "Permitted Indebtedness" and the letters of credit relate to other Indebtedness, then the amount of such other Indebtedness equal to the face amount of such letters of credit shall not be included. If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.

Limitation on restricted payments

        The partnershipCompany will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make a Restricted Payment, that is, to:indirectly:

        (1)   declare or pay any dividend or any other distribution or payment on or with respect to Capital Stock of the partnershipCompany or any of its Restricted Subsidiaries or any payment made to the direct or indirect holders, in their capacities as such, of Capital Stock of the partnershipCompany or any of its Restricted Subsidiaries other than (a) dividends or distributions payable solely in Capital Stock of the partnershipCompany (excluding Redeemable Capital Stock), or in options, warrants or other rights to purchase Capital Stock of the partnershipCompany (excluding Redeemable Capital Stock); (b) dividends or other distributions to the extent declared or paid to the partnershipCompany or any Restricted Subsidiary of the partnership;Company; or (c) dividends or other distributions by any Restricted Subsidiary of the partnershipCompany to all holders of Capital Stock of that Restricted Subsidiary on a pro rata basis, including to the partnership's general partner;Company's General Partner;

        (2)   purchase, redeem, defease or otherwise acquire or retire for value any Capital Stock of the partnershipCompany or any of its Restricted Subsidiaries, other than any Capital Stock owned by the partnershipCompany or a Restricted Subsidiary of the partnership;Company;

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        (3)   make any principal payment on, or purchase, defease, repurchase, redeem or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment, scheduled sinking fund payment or other stated maturity, any Indebtedness subordinated Indebtedness,in right of payment to the Notes, other than (a) any such Indebtedness owned by the partnershipCompany or a Restricted Subsidiary of the partnership;Company; or (b) a purchase, defeasance, repurchase, redemption or other acquisition or retirement for value within one year of final maturity thereof; or

        (4)   make any investment,Investment, other than a Permitted Investment, in any entity (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment (other than a Permitted Investment) referred to in clauses (1) through (4) shall be referred to herein as a "Restricted Payment"):

unless, at the time of and after giving effect to the proposed Restricted Payment, no Default or Event of Default shall have occurred and be continuing, and the Restricted Payment, together with (without duplication of amounts included in clause (A) or clause (B) below) the aggregate of all other Restricted Payments made by the partnershipCompany and its Restricted Subsidiaries during the fiscal quarter during which the Restricted Payment is made, will not exceed:

        (a)(A)  if the Consolidated Fixed Charge Coverage Ratio of the partnershipCompany is greater than 1.75 to 1.00, an amount equal to the sum, without duplication, of:

          (i)  Available Cash for the immediately preceding fiscal quarter; orquarter, plus

         (b)(ii)  100% of the aggregate Net Proceeds and the Fair Market Value of any Permitted Business or long-term assets that are used or useful in a Permitted Business to the extent acquired in consideration of Capital Stock of the Company (other than Redeemable Capital Stock) received by the Company after the Issue Date as a contribution to capital in respect of, or from the issue or sale of, Capital Stock of the Company (other than Redeemable Capital Stock) or from the issue or sale of convertible or exchangeable Redeemable Capital Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Capital Stock (other than Capital Stock (or Redeemable Capital Stock or debt securities) sold to a Restricted Subsidiary of the Company), plus

        (iii)  to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any), plus

        (iv)  the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers of assets in each case to the Company or any of its Restricted Subsidiaries from any Person (including Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not been included in Available Cash for any period commencing on or after the Issue Date (items (ii), (iii) and (iv) being referred to as "Incremental Funds"), minus

         (v)  the aggregate amount of Incremental Funds previously expended pursuant to this clause (A) and clause (B) below; or

        (B)  if the Consolidated Fixed Charge Coverage Ratio of the partnershipCompany is equal to or less than 1.75 to 1.00, an amount equal to the sum, of $50without duplication, of:

          (i)  $75 million, less the aggregate amount of all Restricted Payments made by the partnershipCompany and its Restricted Subsidiaries in accordance with this clause during(B)(i) since the period ending on the last day of the fiscal quarter of the partnership immediately preceding the date of the Restricted Payment and beginning on the first day of the sixteenth full fiscal quarter immediately preceding the date of the Restricted PaymentIssue Date, plus the aggregate net cash proceeds of capital contributions to the partnership from any Person other than a Restricted Subsidiary of the partnership, or issuance and sale of shares of Capital Stock, other than Redeemable Capital Stock, of the partnership to any entity other than to a Restricted Subsidiary of the partnership, in any case made during the period ending on the last day of the fiscal quarter of the partnership immediately preceding the date of the Restricted Payment and

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beginning on         (ii)  Incremental Funds to the first day of the sixteenth full fiscal quarter immediately preceding the date of the Restricted Payment.extent not previously expended pursuant to this clause (B) or clause (A) above.

        The Restricted Payment may be made in assets other than cash, in which case the amount will be the fair market value,Fair Market Value, as determined in good faith by an authorized financial officer of the general partnerCompany on the date of the Restricted Payment of the assets proposed to be transferred.

        The above provisions will not prohibit:

        (1)   the payment of any dividend or distribution within 60 days after the date of its declaration if, at the date of declaration, the payment would be permitted as summarized above;

        (2)   the redemption, repurchase or other acquisition or retirement of any shares of any class of Capital Stock of the partnershipCompany or any Restricted Subsidiary of the partnershipCompany in exchange for, or out of the net cash proceedsNet Proceeds of, a substantially concurrent capital contribution to the partnershipCompany from any entity other than a Restricted Subsidiary of the partnership;Company; or issuance and sale of other Capital Stock, other than Redeemable Capital Stock, of the partnershipCompany to any entity other than to a Restricted Subsidiary of the partnership;Company; provided, however, that the amount of any net cash proceedsNet Proceeds that are utilized for any redemption, repurchase or other acquisition or retirement will be excluded from the calculation of Available Cash; orCash and Incremental Funds;

        (3)   any redemption, repurchase or other acquisition or retirement of Indebtedness subordinated Indebtednessin right of payment to the Notes in exchange for, or out of the net cash proceedsNet Proceeds of, a substantially concurrent capital contribution to the partnershipCompany from any entity other than a Restricted Subsidiary of the partnership;Company; or the issuance and sale of other Capital Stock other than Redeemable Capital Stock, of the Company to any entity other than to a Restricted Subsidiary of the Company or issuance and sale of Indebtedness of the partnershipCompany issued to any entity other than a Restricted Subsidiary or the partnership,Company, so long as the Indebtedness is Permitted Refinancing Indebtedness; provided, however, that the amount of any net cash proceedsNet Proceeds that are utilized for any redemption, repurchase or other acquisition or retirement will be excluded from the calculation of Available Cash.Cash and from Incremental Funds;

        (4)   the purchase, redemption or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Notes at a purchase price not greater than (i) 101% of the principal amount of such subordinated Indebtedness and accrued and unpaid interest thereon in the event of a Change of Control or (ii) 100% of the principal amount of such subordinated Indebtedness and accrued and unpaid interest thereon in the event of an Asset Sale, in each case plus accrued interest, in connection with any change of control offer or asset sale offer required by the terms of such Indebtedness, but only if:

        (A)  in the case of a change of control, the Company has first complied with and fully satisfied its obligations under "—Offers to purchase; repurchase at the option of the noteholders—Change of control offer"; or

        (B)  in the case of an asset sale, the Company has complied with and fully satisfied its obligations in accordance with "—Offers to purchase; repurchase at the option of the noteholders—Asset sales";

        (5)   the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Redeemable Capital Stock of the Company or any preferred securities of any Restricted Subsidiary of the Company issued on or after the Issue Date in accordance with the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of the section entitled "—Certain covenants—Limitation on additional indebtedness";

        (6)   so long as no Default (other than a Default under "—Reports to noteholders") or Event of Default shall have occurred and be continuing or would be caused thereby, any other Restricted

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Payments not otherwise permitted pursuant to this covenant in an aggregate outstanding amount not to exceed $10 million; or

        (7)   Restricted Payments by the Company to Ferrellgas Partners made substantially contemporaneously with the consummation of the Bridger Logistics Acquisition to be utilized by Ferrellgas Partners for consummation of the Bridger Logistics Acquisition.

        In computing the amount of Restricted Payments previously made for purposes of the Restricted Payments test above, Restricted Payments made under clauses (1) and (6) of the first pointparagraph above will be included and Restricted Payments made under clauses (2), (3), (4), (5) and (7) of the second and third pointsparagraph above shall not be so included.

        The amount of all Restricted Payments (other than cash) will be the Fair Market Value, on the date of the Restricted Payment, of the Restricted Investment proposed to be made or the asset(s) or securities proposed to be transferred or issued by the Company or any of its Restricted Subsidiaries, as the case may be, pursuant to the Restricted Payment, except that the Fair Market Value of any non-cash dividend paid within 60 days after the date of declaration will be determined as of such date of declaration. The Fair Market Value of any Restricted Investment, assets or securities that are required to be valued by this covenant will be determined in accordance with the definition of that term. For purposes of determining compliance with this "Restricted Payments" covenant, (x) in the event that a Restricted Payment (or payment or other transaction that, except for being a transaction expressly excluded from clauses (1), (2) and (3) of the first paragraph of this covenant, or a Permitted Investment, would constitute a Restricted Payment) meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (6) of third paragraph of this covenant, or is permitted pursuant to the first paragraph of this covenant or is a Permitted Investment, the Company will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion) such Restricted Payment or other such transaction (or portion thereof) on the date made or later reclassify such Restricted Payment or other such transaction (or portion thereof) in any manner that complies with this covenant; and (y) in the event a Restricted Payment is made pursuant to clause (A) or (B) of the first paragraph of this covenant, the Company will be permitted to classify whether all or any portion thereof is being (and in the absence of such classification shall be deemed to have classified the minimum amount possible as having been) made with Incremental Funds. Notwithstanding the foregoing, the amount of (i) any contribution of Capital Stock (including, without limitation, Capital Stock in Bridger Logistics, LLC and its Subsidiaries) by Ferrellgas Partners to the Company in connection with the Bridger Logistics Acquisition and (ii) any Net Proceeds and Fair Market Value of any property received in consideration of any contribution to capital of the Company in respect of Capital Stock (other than Redeemable Capital Stock) of the Company that are utilized for the consummation of the Bridger Logistics Acquisition will, in each case, be excluded from the calculation of Available Cash and Incremental Funds under "—Certain covenants—Limitation on restricted payments" above.

        For purposes of this covenant and the definition of "Permitted Investments," a contribution, sale or incurrence will be deemed to be "substantially concurrent" if the related Restricted Payment or purchase, repurchase, redemption, defeasance, satisfaction and discharge, retirement or other acquisition for value or payment of principal or acquisition of assets or Capital Stock occurs within 120 days before or after such contribution, sale or incurrence.

Limitation on liens

        The partnershipCompany will not, and will not permit any of its Restricted Subsidiaries to, incur any liens orLiens securing other encumbrance,Indebtedness, unless the lienLien is a Permitted Lien or the notesNotes and the Note Guarantees are directly secured equally and ratably with the obligation or liability secured by such lien.Lien until such time as such other Indebtedness is no longer secured by a Lien (other than a Permitted Lien). Any Lien so created for the benefit of the Noteholders shall provide by its terms that such Lien shall be automatically and unconditionally released upon such other Indebtedness no longer being so secured.

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Limitation on transactions with affiliates

        The partnershipCompany will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to existmake or amend any transaction or series of related transactions, including the sale, transfer, disposition, purchase, exchange or lease of assets, property or services, other than as provided for in its partnership agreement and the other agreements entered into between the partnership and any of its affiliates, with, or for the benefit of any affiliates of the partnershipCompany involving aggregate payments or value in excess of $2 million (an "Affiliate Transaction") unless:

        (1)   the transaction or series of related transactions are between the partnership and its Restricted Subsidiaries or between two Restricted Subsidiaries; or

        (2)   the transaction or series of related transactions are on terms, taken as a whole, that are no less favorable to the partnershipCompany or the Restricted Subsidiary, as the case may be, than those which would have been obtained in a comparable transaction at such time from an entity that is not an affiliate of the partnershipCompany or Restricted Subsidiary,Subsidiary; and

        (2)   with respect to transaction(s) involving aggregate payments or value equal to or greater than $20$25 million, the partnershipCompany shall have delivered an officers' certificate to the trusteeTrustee certifying that the transaction(s) is on terms, taken as a whole, that are no less favorable to the




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partnership Company or the Restricted Subsidiary than those which would have been obtained from an entity that is not an affiliate of the partnershipCompany or Restricted Subsidiary and, with respect to transaction(s) involving aggregate payments or value equal to or greater than $50 million, has been approved by a majority of the board of directors of our general partner,General Partner, including a majority of the disinterested directors.

        However,The following items shall not be deemed to be Affiliate Transactions and thus the preceding paragraph will not apply to:

        (1)   any Restricted Payment permitted to be made pursuant to the covenant limitingdescribed under "—Certain covenants—Limitation on Restricted Payments" or any Permitted Investment;

        (2)   transactions with affiliates will not restrictor series of related transactions between the Company and its Restricted Subsidiaries or between Restricted Subsidiaries;

        (3)   indemnities of officers, directors and employees of the Company or any of the Restricted Subsidiaries permitted by bylaw, partnership agreement, operating agreement or statutory provisions and any employment agreement or other employee compensation plan or arrangement or other benefits entered into in the ordinary course of business by the Company or any of the Restricted Subsidiary orSubsidiaries;

        (4)   the general partner from entering into:into of any employment agreement, stock option agreement, restricted stock agreement, employee stock ownership plan related agreements, or similar agreement and arrangements, in the ordinary course of business; transactions permitted by the provisions described in the section entitled "—Limitation on restricted payments;" and the definition of "Permitted Investments",

        (5)   transactions in the ordinary course of business in connection with reinsuring the self-insurance programs or other similar forms of retained insurable risks of the retail propane businessPermitted Businesses operated by the partnership,Company, its Subsidiaries and affiliates;

        (6)   any Accounts Receivable Securitization;

        (7)   any affiliate trading transactions done in the ordinary course of business; and

        (8)   any transaction that is a Flow-Through Acquisition.Acquisition;

        (9)   transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or otherwise controls, such Person;

        (10) sales of Capital Stock (other than Redeemable Capital Stock) to Affiliates of the Company, or receipt by the Company of capital contributions from holders of its Capital Stock;

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        (11) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee opinion from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (1) of the first paragraph;

        (12) transactions in respect of the Company's partnership agreement or any other agreement to which the Company or any of the Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended, replaced or renewed from time to time or any agreement entered into in the future similar to any such agreement; provided, however, that any future amendment, modification, supplement, extension or renewal or future or replacement agreement entered into after the Issue Date will be permitted to the extent that its terms are not materially more disadvantageous, taken as a whole, to the Noteholders than the terms of the agreements in effect on the Issue Date as determined in good faith by the Company;

        (13) in the case of contracts for gathering, transporting, compressing, treating, processing, fractionating, marketing, selling, distributing, storing, refining or otherwise handling Hydrocarbons, hedging agreements or arrangements, and production handling, operating, construction, terminaling, storage, lease, platform use, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, then the terms are no less favorable than those available from third parties on an arm's- length basis, in each case as determined in good faith by the Company;

        (14) transactions with Unrestricted Subsidiaries, customers, clients, suppliers or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), not materially less favorable to the Company and the Restricted Subsidiaries than those contained in similar contracts entered into by the Company or any of the Restricted Subsidiaries with unrelated third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, then on the terms no less favorable than those available from third parties on an arm's-length basis, in each case as determined in good faith by the Company; and

        (15) (a) guarantees by the Company or any of the Restricted Subsidiaries of performance of obligations of Unrestricted Subsidiaries or Joint Ventures in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any Restricted Subsidiary of (or any Guarantee by the Company or any Restricted Subsidiary limited in recourse solely to) Capital Stock in Unrestricted Subsidiaries or Joint Ventures for the benefit of lenders or other creditors of Unrestricted Subsidiaries or Joint Ventures as contemplated by clause (21) of the definition of "Permitted Liens".

        In addition, if the Company or any of its Restricted Subsidiaries purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Company of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction), and if the Company or any of its Restricted Subsidiaries sells, conveys or otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Company of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction).

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Limitation on dividends and other payment restrictions affecting the subsidiaries

        The partnershipCompany will not, and will not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than under the Indenture) on the ability of any Restricted Subsidiary to:

        (1)   pay dividends, in cash or otherwise, or make any other distributions on or with respect to its Capital Stock or any other interest or participation in, or measured by, its profits;

        (2)   pay any Indebtedness owed to the partnershipCompany or any other Restricted Subsidiary;

        (3)   make loans or advances to, or any investment in, the partnershipCompany or any other Restricted Subsidiary;

        (4)   transfer any of its properties or assets to the partnershipCompany or any other Restricted Subsidiary; or

        (5)   guaranteeGuarantee any Indebtedness of the partnershipCompany or any other Restricted Subsidiary.

        Collectively, these restrictions are called the "Payment Restrictions." However, some encumbrances or restrictions are permissible, including those existing under or by reason of:

        (1)   applicable law;

        (2)   any agreement in effect at or entered into on the date of the indentureIssue Date or any agreement relating to any Indebtedness permitted to be incurred under the indenture,Indenture, or with respect to any Credit Facility (including agreements or instruments evidencing Indebtedness incurred after the date of the indenture)Issue Date); provided, however, that the encumbrances and restrictions contained in the agreements governing such permitted Indebtedness are not materially more restrictive, taken as a whole, with respect to the payment restrictions than those set forth in the agreements governing the partnership'sCompany's existing Indebtedness as in effect on the date ofIssue Date, as determined in good faith by the indenture;Company;

        (3)   customary non-assignment provisions of any contract or any lease governing a leasehold interest of the partnershipCompany or any Restricted Subsidiary;

        (4)   specific purchase money obligations, mortgage financings or Capital Leases for property subject to such obligations;

        (5)   any agreement or instrument of an entity (or any itof its Restricted Subsidiaries) acquired by the partnershipCompany or any Restricted Subsidiary, in existence at the time of the acquisition but not created in contemplation of the acquisition, which encumbrance or restriction is not applicable to any third party other than the entity; or




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        (6)   provisions contained in instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor of the Indebtedness unless the transferee shall assume the obligations of the obligor under the agreement or instrument.instrument;

        (7)   customary provisions with respect to the disposition or distribution of assets or property in Joint Venture agreements, asset sale agreements, stock sale agreements, stockholder agreements, partnership or limited liability company agreements, operating agreements and other similar agreements or other customary provisions;

        (8)   restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (9)   encumbrances and restrictions contained in contracts entered into in the ordinary course of business not relating to any Indebtedness and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Company and the Restricted Subsidiaries to

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realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, as determined in good faith by the Company;

        (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of "Permitted Other Business Investment";

        (11) any agreement for the sale or other disposition of all or substantially all the Capital Stock or assets of a Restricted Subsidiary of the Company as to restrictions on distributions by that Restricted Subsidiary pending its sale or other disposition or other customary restrictions pursuant thereto;

        (12) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being repaid, refunded, renewed, replaced, extended, refinanced or exchanged, as applicable, as determined in good faith by the Company;

        (13) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of "—Certain covenants—Limitation on liens" that limit the right of the debtor to dispose of the assets subject to such Liens; or

        (14) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions.

Merger, consolidation or sale of assets

        The indentureIndenture provides that the partnershipCompany may not consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another entityPerson unless:

        (1)   the partnershipCompany is the surviving entityPerson or the entityPerson formed by or surviving the transaction, if other than the partnership,Company, or the entityPerson to which the saledisposition was made is a corporation or partnershipCompany organized or existing under the laws of the United States, any state thereof or the District of Columbia;

        (2)   the entityPerson formed by or surviving the transaction, if other than the partnership,Company, or the entityPerson to which the saledisposition was made assumes all the obligations of the partnershipCompany in accordance with a supplemental indenture in a form reasonably satisfactory to the trustee,Trustee, under the notesNotes and the indenture;Indenture;

        (3)   immediately after the transaction no Default or Event of Default exists; and

        (4)   at the time of the transaction and after giving pro forma effect to it as if the transaction had occurred at the beginning of the applicable four-quarter period, either (a) the partnershipCompany or such other entity or survivorPerson is permitted to incur at least $1.00 of additional Indebtedness in accordance with the Consolidated Fixed Charge Coverage Ratio as described in the section entitled "—Certain covenants—Limitation on additional indebtedness," or (b) the Consolidated Fixed Charge Coverage Ratio of the partnershipCompany or such other entity or survivorPerson is equal to or greater than the Consolidated Fixed Charge Coverage Ratio of the partnershipCompany immediately before such transaction.transaction; and

        (5)   if a supplemental indenture is required pursuant to clause (2), unless a Guarantor is a party to the merger, consolidation or disposition, such Guarantor shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person's obligations in respect of the Indenture and the Notes.

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        The indentureforegoing provision will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

        The Indenture also provides that Ferrellgas Finance Corp. may not consolidate or merge with or into, whether or not it is the surviving entity,Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another entityPerson except under conditions similar to those described in clauses (1), (2), (3) and (5) of the paragraph above. Notwithstanding anything herein to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger to which the Company is a party (permitted in accordance with the terms of the Indenture) is a corporation, Finance Corp. may be dissolved and may cease to be an Issuer; provided that, to the extent the Company or any Person formed by or surviving any such consolidation or merger is not a corporation, Finance Corp. shall not be dissolved and shall not cease to be an Issuer.

        In addition, the Issuers will not permit any Guarantor to consolidate with or merge with or into, and will not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor to, any Person (other than the Company or another Guarantor) unless:

        (1)   (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Guarantee and (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; or

        (2)   the transaction is made in compliance with the covenants described under "—Offers to purchase; repurchase at the option of the Noteholders—Asset sales."

        Notwithstanding the foregoing and the covenants under "—Certain covenants", the Bridger Logistics Acquisition and the related transactions will be permitted under the Indenture.

        Further notwithstanding the foregoing, the Company may reorganize as any other form of entity in accordance with the following procedures, provided that:

        (1)   the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the Company into a form of entity other than a limited partnership formed under Delaware law;

        (2)   the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia;

        (3)   the entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee;

        (4)   immediately after such reorganization no Default or Event of Default exists; and

        (5)   such reorganization is not materially adverse to the Noteholders (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Noteholders solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law).

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        Upon any consolidation or merger or any disposition of all or substantially all of the properties or assets of the Company in a transaction that is subject to, and complies with, the provisions of the first paragraph of this section and in which the Company is not the surviving entity, the surviving entity formed by such consolidation or into which the Company is merged or to which such disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such surviving entity had been named as such, and thereafter (except in the case of a lease of all or substantially all of the Company's properties or assets) the Company will be relieved of all obligations and covenants under the Indenture and the Notes.

Reports to noteholders

        Whether or not required by the rules and regulations of the SEC, so long as any notesNotes are outstanding, we will furnish to the noteholdersNoteholders all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if we were required to file those Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations.Operations," within the time periods required with respect to a non-accelerated filer. In addition, we will furnish to such noteholdersNoteholders all reports that would be required to be filed with the SEC on Form 8-K if we were required to file the reports.reports within the time periods required with respect to a non-accelerated filer. Finally, whether or not required by the rules and regulations of the SEC, we will file a copy of all the information described in the preceding sentences with the SEC unless the SEC will not accept the filing. We will also make the information available to investors who request it in writing. Currently, we are required to and do file quarterly and annual reports on Forms 10-Q and 10-K. Furthermore, we

        In the event that the rules and regulations of the SEC permit the Company and any direct or indirect parent of the Company to report at such parent entity's level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Company, the Indenture will promptly furnishpermit the Company to satisfy its obligations in this covenant with respect to financial information relating to the noteholders noticesCompany by furnishing financial information relating to any parent entity of (a)the Company (including Ferrellgas Partners) as long as such parent entity of the Company provides a Note Guarantee;provided that the same is accompanied by consolidating information that explains in reasonable detail the material differences between the information relating to such parent entity, on the one hand, and the information relating to the Restricted Subsidiaries on a stand-alone basis, on the other hand.

        In addition, the Issuers and the Guarantors have agreed that they will make available to the Noteholders and to prospective investors, upon the request of such holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act to the extent not satisfied by the foregoing. For purposes of this covenant, the Issuers and the Guarantors will be deemed to have furnished or made available the reports and information to the Trustee, the Noteholders and investors and prospective investors as required by this covenant if they have filed such reports and information with the SEC via the EDGAR filing system and such reports and information are publicly available.

Future guarantors

        If, after the date of the Indenture, any Payment DefaultRestricted Subsidiary that is not already a Guarantor Guarantees or otherwise becomes an obligor under any instrument evidencingother Indebtedness for borrowed money, and (b)of either of the Issuers or any acceleration of the Guarantors (other than intercompany Indebtedness permitted to be incurred pursuant to clause (5) of the second paragraph of the covenant described under "—Certain covenants—Limitation on additional indebtedness") in excess of the De Minimis Guaranteed Amount, then such Indebtedness prior to its express maturity.Restricted Subsidiary must become a Guarantor by executing a supplemental indenture in the form specified in

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the Indenture and delivering an Opinion of Counsel as to the satisfaction of conditions precedent to the Trustee within 30 days of the date on which such Restricted Subsidiary become such an obligor on such Indebtedness. Notwithstanding the foregoing, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon any of the conditions specified in clauses (1) to (6) above under "—Note guarantees".

        Notwithstanding the foregoing, no Foreign Subsidiary that has Guaranteed (or is otherwise an obligor of) other Indebtedness of either Issuer or any Guarantor in excess of the De Minimis Guaranteed Amount shall be required to execute any such supplemental indenture unless such Foreign Subsidiary has guaranteed (or is otherwise an obligor of) other Indebtedness of either Issuer or a Guarantor that is not a Foreign Subsidiary in excess of the De Minimis Guaranteed Amount.

Limitations on activities of Finance Corp.

        In addition to the restrictions set forth under "—Certain covenants—Limitation on additional indebtedness", Finance Corp. will not incur any Indebtedness unless (1) the Company is a co-obligor or guarantor of the Indebtedness; or (2) the net proceeds of the Indebtedness are either lent to the Company, used to acquire outstanding debt securities issued by the Company, or used, directly or indirectly, to refinance or discharge Indebtedness permitted under the limitation of this covenant. The Finance Corp. will not engage in any business not related, directly or indirectly, to obtaining money or arranging financing for the Company.

Effectiveness of covenants

        From and after the occurrence of an Investment Grade Rating Event, we and our Restricted Subsidiaries will not be subject to the following provisions of the Indenture (collectively, the "Suspended Covenants"):

        (a)   clause (4) of the covenant described under the first paragraph under "—Merger, consolidation or sale of assets" and

        (b)   the provisions of the Indenture described above under the following headings:

•

"—Offers to purchase; repurchase at the option of the noteholders—Asset sales;"



•

"—Certain covenants—Limitation on additional indebtedness;"



•

"—Certain covenants—Limitation on restricted payments;"



•

"—Certain covenants—Limitation on transactions with affiliates;" and



•

"—Certain covenants—Limitation on dividends and other payment restrictions affecting subsidiaries."

        If at any date (each such date, a "Reversion Date") the credit rating of the Notes is downgraded from an Investment Grade Rating by either Rating Agency, then the Suspended Covenants will thereafter be reinstated and again be applicable pursuant to the terms of the Indenture, unless and until the occurrence of a subsequent Investment Grade Rating Event.

        The period of time between the occurrence of an Investment Grade Rating Event and the Reversion Date is referred to herein as the "Suspension Period." Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under "—Certain covenants—Limitation on restricted payments" will be made as though the covenant described under "—Certain covenants—Limitation on restricted payments" had been in effect at all times since the issue date, including during any Suspension Period. Any Indebtedness incurred during any Suspension Period would be deemed to be Permitted Indebtedness subsequent to the Reversion Date. Neither the failure

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of the Company or any of its Subsidiaries to comply with a Suspended Covenant during any Suspension Period nor compliance by the Company or any of its Subsidiaries with any contractual obligation entered into in compliance with the Indenture during any Suspension Period will constitute a Default, Event of Default or breach of any kind under the Indenture or the Notes.

        Furthermore, during any Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

        Consequently, during any Suspension Period, the Noteholders will be entitled to substantially reduced covenant protection. However, the Company and its Restricted Subsidiaries will remain subject to all other covenants in the Indenture during any such time, including the covenant described above under "—Offers to purchase; repurchase at the option of the noteholders—Change of control offer".

        There can be no assurance that the Notes will ever achieve or maintain an Investment Grade Rating from any Rating Agency.

Events of default and remedies

        The indenture describes in detailEach of the occurrences that would constitutefollowing is an "Event of Default." Such occurrences include the following:Default":

        (1)   default in the payment of the principal of or premium, if any, on any noteNote when the same becomes due and payable, upon stated maturity, acceleration, optional redemption, required purchase (including the Special Mandatory Redemption), scheduled principal payment or otherwise;

        (2)   default in the payment of an installment of interest on any of the notes,Notes, when the same becomes due and payable, which default continues for a period of 30 days;

        (3)   failure to perform or observe any other term, covenant or agreement contained in the notesNotes or the indenture,Indenture, other than a default specified in either of the two clauses (1) and (2) above, and the default continues for a period of 45 days (or, solely in the case of a default in a term, covenant or agreement described above under "—Reports to noteholders", 180 days) after written notice of the default requiring us to remedy the same shall have been given to the partnershipCompany by the trusteeTrustee or to us and the trusteeTrustee by holders of 25% in aggregate principal amount of the applicable notesNotes then outstanding;

        (4)   default or defaults under one or more agreements, instruments, mortgages, bonds, debentures or other evidences of Indebtedness under which the partnershipCompany or any Restricted Subsidiary of the partnershipCompany then has outstanding Indebtedness in excess of $25$50 million, if the default:

        (A)  is caused by a failure to pay principal of or premium, if any, or interest on to such Indebtedness within the applicable grace period, if any, provided with respect to such Indebtedness;Indebtedness (a "Payment Default"); or

        (B)  results in the acceleration of such Indebtedness prior to its stated maturity;maturity,

provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

        (5)   a final judgment or judgments, which is or are non-appealable and non-reviewable or which has or have not been stayed pending appeal or review or as to which all rights to appeal or review have expired or been exhausted, shall be rendered against the partnership,Company, any Restricted Subsidiary, or the general partnerGeneral Partner provided such judgment or judgments requires or require the

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payment of money in excess of $25$50 million, in the aggregate and is not covered by insurance or discharged or stayed pending appeal or review within 60 days after entry of such judgment; in the event of a stay, the judgment shall not be discharged within 30 days after the stay expires; or

        (6)   specified events of bankruptcy, insolvency or reorganization with respect to us or any of our significant subsidiaries,Significant Subsidiaries has occurred; or

        (7)   any Note Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and the Restricted Subsidiaries) would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Guarantor that term is defined in Rule 1.02(v)a Significant Subsidiary or group of Regulation S-XGuarantors that, taken together (as of the latest audited consolidated financial statements of the Company and the Restricted Subsidiaries) would constitute a Significant Subsidiary denies or disaffirms (in a manner having legal effect) its obligations under the Securities Act, has occurred.Indenture or its Note Guarantee.

        If any Event of Default occurs and is continuing, the trusteeTrustee or the holders of at least 25% of principal amount of the applicable series of notesNotes then outstanding may declare all the notesNotes of that series to be due and payable immediately.

        Notwithstanding the foregoing, in the case of an Event of Default arising from specified events of bankruptcy or insolvency, with respect to the partnershipCompany or Ferrellgas Finance Corp. or any significant subsidiary,Significant Subsidiary, all outstanding notesNotes will become due and payable immediately without further action or notice. Noteholders may not enforce the indentureIndenture or the notesNotes except as provided in the indenture.Indenture. Subject to limitations, holders of a majority in principal amount of a series of then-outstanding notesNotes may direct the trustee of that series of notesTrustee in its exercise of any trust or power. The trustee may withhold from noteholders notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal or interest, if the trustee determines in good faith that withholding notice is in their interest. If any Event of Default occurs because we or those acting on our behalf willfully intended to avoid payment of the premium that we would have to pay if we then elected to redeem the notesNotes under the optional redemption provisions of the indentureIndenture governing the notes,Notes, then an equivalent premium shall also become and be immediately due and payable to the

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extent permitted by law upon the acceleration of the notes.Notes. The holders of a majority in aggregate principal amount of a series of notesNotes issued under the indentureIndenture and then outstanding, by notice to the trusteeTrustee for those notes,Notes, may waive any existing Default or Event of Default for all noteholders of that seriesNoteholders and its consequences under the indenture,Indenture, except a continuing Default or Event of Default in the payment of any principal of, premium, if any, or interest on the notes.Notes.

        We are required to deliver to the trusteeTrustee annually a statement regarding compliance with the indenture.Indenture. In addition, upon an Officer of the Issuers becoming aware of any Default or Event of Default, we are required to deliver to the trusteeTrustee a statement specifying the Default or Event of Default.Default within 10 business days after such Officer becomes aware of the occurrence and continuation of such Default or Event of Default unless such Default or Event of Default has been cured before the end of such 10 business day period.

No personal liability of limited partners, directors, officers, employees and unitholders

        No limited partnerNone of the partnershipGeneral Partner, Ferrellgas Partners or any partner, director, officer, employee, incorporator, member, manager, unitholder or stockholder or other holder of Capital Stock of the general partnerGeneral Partner, the Issuers or Ferrellgas Finance Corp.,any Guarantor, as such, shall have any liability for any of our obligations under the notesNotes or the indentureIndenture or any claim based on, in respect of, or by reason of, these obligations. Each noteholder,Noteholder, by accepting a note,Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes.Notes. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

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Non-recourse

        Our obligations under the indentureIndenture are non-recourse to Ferrellgas Partners and its affiliates, other than ourselvesthe Issuers and our general partner,the Guarantors and are payable only out of our cash flow and assets and the cash flow and assets of our general partner.the Issuers and the Guarantors. The trusteeTrustee has, and each holder of a note,Note, by accepting a note,Note, is deemed to have, agreed in the indentureIndenture that Ferrellgas Partners and its other affiliates will not be liable for any of our obligations under the indentureIndenture or the notes.Notes.

Legal defeasance and covenant defeasance

        We may, at the option of the board of directors of our general partner,General Partner, on our behalf, and the board of directors of Ferrellgas Finance Corp. and at any time, elect to have all of our obligations discharged with respect to outstanding notes.Notes. This is known as "legal defeasance." If the Issuers exercise their legal defeasance option, the Note Guarantees in effect at such time will terminate. However, under legal defeasance we cannot discharge:

        (1)   the rights of holders of outstanding notesNotes to receive payments with respect to any principal, premium, and interest on the notesNotes when the payments are due;

        (2)   our obligations with respect to the notesNotes concerning issuing temporary notes,Notes, registration of notesNotes or mutilated, destroyed, lost or stolen notes;Notes;

        (3)   our obligation to maintain an office or agency for payment and money for security payments held in trust;

        (4)   the rights, powers, trusts, duties and immunities of the trustee,Trustee, and our obligations in connection therewith; and

        (5)   the legal defeasance and covenant defeasance provisions of the indenture.Indenture.

        In addition, we may, at our option and at any time, elect to have ourthe obligations of the Issuers and the Guarantors released with respect to specified(x) all of the covenants that are described under "—Certain covenants" and under "—Offers to purchase; repurchase at the option of the noteholders" (other than the covenant described in the indenture. This is calledfirst paragraph under "—Merger, consolidation or sale of assets," except to the extent described below), including the Company's obligation to make Change of Control Offers and Asset Sale Offers, and (y) the limitations described in clause (4) of the first paragraph under "—Merger, consolidation or sale of assets" (known as "covenant defeasance." After our obligations have been released in this manner,defeasance") and thereafter any failureomission to comply with these obligationsthose covenants or limitations will not constitute a Default or Event of Default with respect to the notes.Notes. In the event covenant defeasance occurs, specific events, not including non-payment, bankruptcy, receivership, reorganization and insolvency,all Events of Default described in the section entitledunder "—Events of default and remedies,"remedies" (except those relating to payments on the Notes or bankruptcy or insolvency events as to the Company) will no longer constitute an Event of Default with respect to the notes.

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        In order to exercise either legal defeasance or covenant defeasance, we must irrevocably deposit with the trustee,Trustee, in trust, for the benefit of the noteholders,Noteholders, (x) cash in U.S. dollars, (y) non-callable U.S. government securities, or (z) a combination thereof, in amounts sufficient (in the case of clause (y) or (z), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm), to pay the principal, any premium and interest on the outstanding notesNotes on the stated maturity date or on the applicable redemption date.

        In addition, we will be required to deliver to the trusteeTrustee an opinionOpinion of counselCounsel stating that after the 91st day following the deposit the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and that all conditions precedent provided for or relating to legal defeasance or covenant defeasance have been complied with, and confirming other matters.with. Furthermore, in the case of a legal defeasance, the opinion must confirm that we have received from, or there shall have been published by, the IRS a ruling, or since the date of the indenture,Issue Date, there shall have been a change in the applicable federal income tax law, in either case, to the effect that, and based thereon, the holders of the outstanding notesNotes will not recognize income, gain or loss for federal

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income tax purposes as a result of the legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the legal defeasance had not occurred. In the case of covenant defeasance, the opinion must confirm that the holders of the outstanding notesNotes will not recognize income, gain or loss for federal income tax purposes as a result of the covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred.

        Finally, to exercise either legal defeasance or covenant defeasance, we must have delivered to the trusteeTrustee an officers' certificate stating that we did not make the deposit with the intent of preferring the holders of notesNoteholders over our other creditors or with the intent of defeating, hindering, delaying or defrauding our other creditors.

        We may not exercise either legal defeasance or covenant defeasance if an Event of Default has occurred and is continuing on the date of the deposit (other than a Default or insofar as EventsEvent of Default resulting from bankruptcythe borrowing of funds to be applied to such deposit (and any other substantially contemporaneous deposit relating to other Indebtedness) and the granting of Liens to secure such borrowings, all or insolvency eventsa portion of which are concerned, at any time in the period ending on the 91st day after the date of deposit.to be applied to such deposit). In addition, we may not exercise either legal defeasance or covenant defeasance if such legal defeasance or covenant defeasance will result in a breach, violation or constitute a default under any material agreement or instrument other(other than the indenture,Indenture and the agreements governing other Indebtedness being contemporaneously defeased, discharged or replaced) to which we or any of our Restricted Subsidiaries is a party or by which we or any of our Restricted Subsidiaries is bound.

Satisfaction and discharge

        The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when: (1) either: (a) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, (x) cash in U.S. dollars, (y) non-callable Government Securities, or (z) a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest (in the case of clause (y) or (z), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm), to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) solely in respect of (1)(b), no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any other substantially contemporaneous deposit relating to other Indebtedness) and the granting of Liens to secure such borrowings, all or a portion of which are to be applied to such deposit) and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuers are a party or by which the Issuers are bound (other than the agreements governing other Indebtedness being contemporaneously defeased, discharged or replaced); (3) the Issuers have paid or caused to be paid all sums payable by them under the Indenture; and (4) the Issuers have delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Issuers must deliver an officers' certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

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        Notwithstanding the satisfaction and discharge of the Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of the paragraph above, the provisions of the paragraph below will survive. In addition, nothing in this paragraph or the paragraph above will be deemed to discharge those provisions of the Indenture that, by their terms, survive the satisfaction and discharge of the Indenture.

        Subject to the provisions of the Indenture, all money deposited with the Trustee pursuant to the second preceding paragraph above shall be held in trust and applied by it, in accordance with the provisions of the Notes and the Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with second preceding paragraph above by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers' obligations under the Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to the second preceding paragraph above;provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Noteholders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

Amendment, supplement and waiver

        In general, the indentureIndenture and the notesNotes may be amended or supplemented, and any existing default or compliance with any provision of the indentureIndenture or the notesNotes may be waived, with the consent of the holders of at least a majority in principal amount of the notesNotes then outstanding. This includes consents obtained in connection with a tender offer or exchange offer for notes.Notes. However, without the consent of each noteholderNoteholder affected, an amendment or waiver may not, with respect to any notes held by a non-consenting noteholder:not:

        (1)   reduce the principal amount of notesNotes whose holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of or change the fixed maturity of any noteNote or alter the provisions with respect to the redemption of the notes,Notes, other than provisions relating to our obligation to repurchase the notesNotes upon specific asset salesAsset Sales or a changeChange of control;Control except to the extent relating to a payment required pursuant thereto after the time at which such payment has become due;

        (3)   reduce the rate of or change the time for payment of interest on any note;Note;

        (4)   waive a Default in the payment of principal or interest on the notes;




TableNotes (for the avoidance of Contentsdoubt, this clause (4) shall not require the consent of each Noteholder affected with respect to the waiver of the requirement to make a payment required by one of the covenants described above under "—Offers to purchase; repurchase at the option of the noteholders" prior to the date on which such payment is due);

        (5)   make any noteNote payable in money other than that stated in the notes;Notes;

        (6)   make any change in the provisions of the indentureIndenture relating to waivers of past Defaults or the rights of holders of notesNoteholders to receive payments of principal, premium, if any, or interest on the notes;Notes (except a payment required by one of the covenants described above under "—Offers to purchase; repurchase at the option of the noteholders" prior to the time at which such payment has become due);

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        (7)   modify the Note Guarantees in any manner adverse to the Noteholders except for any release of Guarantors in accordance with the terms of the Indenture;

        (8)   impair the right of any Noteholder to receive payment of, premium, if any, principal of and interest on such Noteholder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Noteholder's Notes (except a rescission of acceleration of the Notes by the Noteholders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); or

        (7)(9)   make any change in the foregoing amendment and waiver provisions.

        Without the consent of the holders of at least 75% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may make any change to, or extend the time for performance under, the Special Mandatory Redemption provisions described under "—Special mandatory redemption."

        Notwithstanding the foregoing, without the consent of any noteholder,Noteholder, we and the trusteeTrustee may amend or supplement the indentureIndenture or the notesNotes to:

        (1)   cure any ambiguity, defect or inconsistency;

        (2)   provide for uncertificated notesNotes in addition to or in place of certificated notes;Notes;

        (3)   provide for the assumption of ourthe obligations of an Issuer or Guarantor to noteholdersNoteholders in the case of a merger or consolidation;consolidation or sale of all or substantially all of an Issuer's or a Guarantor's properties or assets, as applicable;

        (4)   make any change that could provide any additional rights or benefits to the noteholdersNoteholders that does not adversely affect the legal rights under the indentureIndenture of any such holder;holder in any material respect;

        (5)   comply with requirements of the SEC in order to effect or maintain the qualification of the indentureIndenture under the Trust Indenture Act; or

        (6)   to provide security for or add guaranteesGuarantees with respect to the notes.Notes or release a Guarantor from its Note Guarantee and terminate such Note Guarantee; provided, however, that the release and termination is in accord with the applicable provisions of the Indenture;

        (7)   secure the Notes or Note Guarantees;

        (8)   add to the covenants of the Issuers or a Restricted Subsidiary for the benefit of the Noteholders or surrender any right or power conferred upon the Issuers or a Restricted Subsidiary;

        (9)   make any change that does not adversely affect the rights of any Noteholder in any material respect;

        (10) evidence or provide for the succession of a successor Trustee;

        (11) to conform the text of the Indenture, the Notes or the Note Guarantees to any provision of this "Description of exchange notes", as set forth in an officers' certificate;

        (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; or

        (13) to provide for the reorganization of the Company as any other form of entity in accordance with the fifth paragraph of "—Merger, consolidation or sale of assets."

        The consent of the Noteholders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under the Indenture by any Noteholder

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of Notes given in connection with a tender or exchange offer for such Noteholder's Notes will not be rendered invalid by such tender or exchange. After an amendment under the Indenture becomes effective, the Issuers are required to mail to the Noteholders a notice briefly describing such amendment. However, the failure to give such notice to all the Noteholders, or any defect in the notice will not impair or affect the validity of the amendment.

The trustee

        Should the trustee,Trustee, U.S. Bank National Association, become our creditor, the indentureIndenture contains specific limitations on the trustee'sTrustee's rights to obtain payment of claims or to realize on specific property received in respect of any claim as security or otherwise. The trusteeTrustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate the conflict within 90 days, apply to the SEC for permission to continue or resign.

        The holders of a majority in principal amount of the then outstanding notesNotes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee,Trustee, subject to specific exceptions. The indentureIndenture provides that in case an uncured Event of Default occurs, the trusteeTrustee will be required, in the exercise of its power, to use the degree of care of a prudent manperson in the conduct of hissuch person's own affairs. Subject to these provisions, the trusteeTrustee will be under no obligation to exercise any of its rights or powers under the indentureIndenture at the request of any noteholder,Noteholder, unless the noteholderNoteholder offers to the trusteeTrustee security and indemnity satisfactory to the trusteeTrustee against any loss, liability or expense.

Registration rights; additional interestGoverning law

        We agreed, pursuant to the registration rights agreement with the initial purchasers, that we will:

        (1)   file a registration statement (the "Exchange Offer Registration Statement") with the SEC with respect to a registered offer (the "Registered Exchange Offer") to exchange each outstanding unregistered note for a new note, or exchange notes, having terms substantially identical in all material respects to such outstanding unregistered note (except that the exchange notes will not contain terms with respect to transfer restrictions);

        (2)   use our reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act;

        (3)   promptly following the effectiveness of the Exchange Offer Registration Statement (the "Effectiveness Date"), offer the exchange notes in exchange for surrender of the unregistered notes; and

        (4)   keep the Registered Exchange Offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the holders of the unregistered notes and consummate the Registered Exchange Offer no later than 300 days from November 24, 2010 (such date, the "Exchange Date").

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        For each unregistered note tendered to us pursuant to the Registered Exchange Offer, we will issue to the holder of such note an exchange note having a principal amount equal to that of the surrendered unregistered note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the unregistered notes.

        Under existing SEC interpretations, the exchange notes will be freely transferable by holders other than our affiliates after the Registered Exchange Offer without further registration under the Securities Act if the holder of the exchange notes represents that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not an affiliate of us, as such terms are interpreted by the SEC; provided, however, that broker dealers ("Participating Broker Dealers") receiving exchange notes in the Registered Exchange Offer will have a prospectus delivery requirement with respect to resales of such exchange notes. The SEC has taken the position that Participating Broker Dealers may fulfill their prospectus delivery requirements with respect to exchange notes (other than a resale of an unsold allotment from the original sale of the notes) with the prospectus contained in the Exchange Offer Registration Statement.

        A holder of unregistered notes who wishes to exchange such notes for exchange notes in the Registered Exchange Offer will be required to represent that (i) it is not an affiliate of us, (ii) any exchange notes to be received by it will be acquired in the ordinary course of its business and (iii) at the time of the commencement of the Registered Exchange Offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes.

        In the event that either:

        (1)   applicable interpretations of the staff of the SEC do not permit us to effect a Registered Exchange Offer and we are otherwise required to do so under the registration rights agreement;

        (2)   for any reason the Registered Exchange Offer is required to be but is not consummated by the Exchange Date;

        (3)   any of the initial purchasers notifies us prior to the consummation of the Registered Exchange Offer that unregistered notes held by it are not eligible to be exchanged for exchange notes in the Registered Exchange Offer or that it will not receive freely tradable exchange notes in exchange for the unregistered notes constituting any portion of its unsold allotment of unregistered notes; or

        (4)   certain holders are prohibited by law or SEC policy from participating in the Registered Exchange Offer, may not resell the exchange notes acquired by them in the Registered Exchange Offer to the public without delivering a prospectus or are broker dealers and hold notes acquired directly from us or one of our affiliates, then we will, subject to certain exceptions:

        (a)   file a shelf registration statement (the "Shelf Registration Statement") covering the resales of the unregistered notes or the exchange notes, as the case may be, on or prior to the 90th day after the date such obligation arises;

        (b)   use our reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after the date on which the Shelf Registration Statement is required to be filed; and

        (c)   keep effective the Shelf Registration Statement until two years after its effective date (or such shorter period that will terminate when all the notes covered thereby have been sold pursuant thereto).

        We will, in the event a Shelf Registration Statement is filed, among other things, provide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of

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the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the unregistered notes or the exchange notes, as the case may be. A holder selling unregistered notes or exchange notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations).

        We intend to file one or more of the registration statements described above. If either (a) the applicable Exchange Offer is not consummated on or prior to the Exchange Date, (b) a Shelf Registration Statement applicable to the notes is not filed or declared effective when required, or (c) a registration statement applicable to the notes is declared effective as required but thereafter fails to remain effective at any time it is required to be effective under the registration rights agreement (each such event referred to in clauses (a) through (c) above, a "Registration Default"), then the per year interest rate borne by the unregistered notes will be increased by 0.25% for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period, up to a maximum additional interest rate of 1.0% per year. Following the cure of all Registration Defaults, the interest rate on the unregistered notes, and any exchange notes, will be reduced to the original interest rate. All references in the indenture and in this "Description of the exchange notes," in any context, to any interest or other amount payable on or with respect to the notes shall be deemed to include any additional interest payable pursuant to the registration rights agreement.

        The summary herein of certain provisionsIndenture provides that it, the Notes and the Notes Guarantees will be governed by, and construed in accordance with, the laws of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the registration rights agreement.State of New York.

Certain definitions

        Set forth below are certain defined terms used in the indentureIndenture and in the description of notesNotes set forth above. These defined terms frequently refer to other defined terms and include details that explain the terms of the indentureIndenture with greater precision than the summary section above does. We have not, however, included in this glossary all of the defined terms that are included in the indenture.Indenture or all of the capitalized terms used in description of notes. We urge you to read the indentureIndenture and the form of noteNote because they, not this description, define the rights of the noteholdersNoteholders and include all the details about the notes.Notes.

        "Accounts"Accounts Receivable Securitization" means a financing arrangement involving the transfer or sale of accounts receivable of the partnershipCompany and its Restricted Subsidiaries in the ordinary course of business through one or more SPEs, the terms of which arrangement do not impose (a) any recourse or repurchase obligations upon the partnershipCompany and its Restricted Subsidiaries or any Affiliateaffiliate of the partnershipCompany and its Restricted Subsidiaries (other than any such SPE) except to the extent of the breach of a representation or warranty by the partnershipCompany and its Restricted Subsidiaries in connection therewith or (b) any negative pledge or lienLien on any accounts receivable not actually transferred to any such SPE in connection with such arrangement.

        "affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person For purposes of this definition, "control," as used with respect to any Person, will mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" will have correlative meanings.