THIS VOTING AGREEMENT (“Agreement”) is made as of March 30, 2021 among FERRELL COMPANIES, INC., a Kansas corporation (“FCI”), FERRELLGAS, INC., a Delaware corporation (the “Corporation”), and each of the initial Class B Holders that are deemed to have entered into this Agreement pursuant to the Confirmation Order (as defined below) as described in paragraph 10 thereof, each a beneficial owner of the 8.625% Senior Notes issued by Ferrellgas Partners, L.P., a Delaware limited partnership (“MLP”), and Ferrellgas Partners Finance Corp., a Delaware corporation and subsidiary of MLP (“FPFC”), due June 15, 2020 (the “2020 Note Claims”).
A. MLP of which the Corporation is the sole general partner, and FPFC, commenced voluntary cases under Chapter 11 of the US Bankruptcy Code on January 11, 2021 (the “Chapter 11 Cases”).
B. In the Chapter 11 Cases, a Chapter 11 plan of reorganization (“the Plan”) has been confirmed by the order entered into on March 5, 2021 (the “Confirmation Order”) to give effect to transactions outlined in the Transaction Support Agreement dated December 10, 2020 among MLP, FPFC, certain affiliated entities and certain holders of the 2020 Note Claims.
C. As an integral part of the Plan, MLP shall issue to the holders of the 2020 Note Claims units of limited partnership interest designated “Class B Units” (the “Class B Units”) having the rights, powers, privileges, preferences and limitations set forth in the Sixth Amended and Restated Agreement of Limited Partnership of MLP (as amended or restated, the “MLP LPA”)1 and the Fifth Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P. (“OLP”, and such limited partnership agreement, as amended or restated, the “OLP LPA”).
D. As an integral part of the Plan, so long as any Class B Units remain outstanding, the Class B Holders shall have the right to designate an independent director to the Corporation’s Board of Directors (the “Board”), said designated independent director to have the independence qualifications set forth in the Corporation’s Second Amended and Restated Bylaws attached hereto and incorporated herein as Annex A (the “A&R Bylaws”).
E. To give legal effect to the director designation right of the Class B Holders, FCI, as the sole stockholder of the Corporation, the Class B Holders, and the Corporation have agreed to enter into and to perform their obligations under this Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1 Unless otherwise specified, capitalized terms not defined herein have the meaning as set forth in the MLP Agreement.