(h) Financial Information. The Company agrees to send the following to each Buyer during the Reporting Period, unless filed with the SEC through EDGAR and are available to the public through the EDGAR system, (i) within two (2) Business Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act , ( ii) on the same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries and (iii) copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.

( h ) Financial Information . The Company agrees to send the following to each Buyer during the Reporting Period , unless filed with the SEC through EDGAR and are available to the public through the EDGAR system , ( i ) within two ( 2 ) Business Days after the filing thereof with the SEC , a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q , any interim reports or any consolidated balance sheets , income statements , stockholders equity statements and / or cash flow statements for any period other than annual , any Current Reports on Form 8-K and any registration statements ( other than on Form S-8 ) or amendments filed pursuant to the 1933 Act , ( ii ) on the same day as the release thereof , facsimile copies of all press releases issued by the Company or any of its Subsidiaries and ( iii ) copies of any notices and other information made available or given to the stockholders of the Company generally , contemporaneously with the making available or giving thereof to the stockholders .


(i)Effectiveness of Registration Statement; Rule 430B Information. The Registration Statement has been declared effective by the SEC under the 1933 Act and, at the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post- effective amendment thereto has been issued under the 1933 Act , no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Companys knowledge, contemplated by the SEC. The Company has complied with each request (if any) from the SEC for additional information. The Prospectus containing the Rule 430B Information shall have been filed with the SEC in the manner and within the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post- effective amendment providing such information shall have been filed with, and declared effective by, the SEC in accordance with the requirements of Rule 430B.

( i ) Effectiveness of Registration Statement ; Rule 430B Information . The Registration Statement has been declared effective by the SEC under the 1933 Act and , at the Closing Date , no stop order suspending the effectiveness of the Registration Statement or any post - effective amendment thereto has been issued under the 1933 Act , no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or , to the Companys knowledge , contemplated by the SEC . The Company has complied with each request ( if any ) from the SEC for additional information . The Prospectus containing the Rule 430B Information shall have been filed with the SEC in the manner and within the time frame required by Rule 424 ( b ) ( without reliance on Rule 424 ( b ) ( 8 ) ) or a post - effective amendment providing such information shall have been filed with , and declared effective by , the SEC in accordance with the requirements of Rule 430B .


(d) No Material Changes. Prior to and on the Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Base Prospectus, any Issuer Free Writing Prospectus and Prospectus Supplement; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Base Prospectus, any Issuer Free Writing Prospectus and Prospectus Supplement; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the SEC; and (iv) the Registration Statement, the Base Prospectus, any Issuer Free Writing Prospectus and Prospectus Supplement and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the 1933 Act and the rules and regulations of the SEC promulgated thereunder and shall conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the SEC promulgated thereunder, and neither the Registration Statement, the Base Prospectus, any Issuer Free Writing Prospectus nor the Prospectus Supplement nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

( d ) No Material Changes . Prior to and on the Closing Date , if any : ( i ) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities , financial or otherwise , of the Company from the latest dates as of which such condition is set forth in the Registration Statement , the Base Prospectus , any Issuer Free Writing Prospectus and Prospectus Supplement ; ( ii ) no action , suit or proceeding , at law or in equity , shall have been pending or threatened against the Company or any Insider before or by any court or federal or state commission , board or other administrative agency wherein an unfavorable decision , ruling or finding may materially adversely affect the business , operations , prospects or financial condition or income of the Company , except as set forth in the Registration Statement , the Base Prospectus , any Issuer Free Writing Prospectus and Prospectus Supplement ; ( iii ) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the SEC ; and ( iv ) the Registration Statement , the Base Prospectus , any Issuer Free Writing Prospectus and Prospectus Supplement and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the 1933 Act and the rules and regulations of the SEC promulgated thereunder and shall conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the SEC promulgated thereunder , and neither the Registration Statement , the Base Prospectus , any Issuer Free Writing Prospectus nor the Prospectus Supplement nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein , in light of the circumstances under which they were made , not misleading .


4700 Von Karman Ave, Suite 110


Assets shall mean 80% (i) of those assets that comprise VitaCBD Brand, and other related technology and business assets so acquired (the VitaCBD Brand Assets) and 80% of (ii) other assets of Seller that came into existence subsequent to the acquisition described in (i) above and that are related to the VitaCBD Brand Assets or were used or created by VitaCBD Brand in its conduct of business, including all assets, rights, interests, and properties of Seller of whatever nature, tangible or intangible, real or personal, fixed or contingent, that fall within the descriptions in (i) and (ii) above, except for the Excluded Assets. Assets shall include, but shall not be limited to, the following types of assets:

Assets shall mean 80 % ( i ) of those assets that comprise VitaCBD Brand , and other related technology and business assets so acquired ( the VitaCBD Brand Assets ) and 80 % of ( ii ) other assets of Seller that came into existence subsequent to the acquisition described in ( i ) above and that are related to the VitaCBD Brand Assets or were used or created by VitaCBD Brand in its conduct of business , including all assets , rights , interests , and properties of Seller of whatever nature , tangible or intangible , real or personal , fixed or contingent , that fall within the descriptions in ( i ) and ( ii ) above , except for the Excluded Assets . Assets shall include , but shall not be limited to , the following types of assets :


ERISA shall mean the Employee Retirement Income Security Act of 1974 , as amended.

ERISA shall mean the Employee Retirement Income Security Act of 1974 , as amended .


For purposes of this definition, (a) the Family of an individual includes (i) the individual, (ii) the individuals spouse, (iii) any other natural person who is related to the individual or the individuals spouse within the second degree, and (iv) any other natural person who resides with such individual, and (b) MaterialInterest means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 ) of voting securities or other voting interests representing at least 10% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 10% of the outstanding equity securities or equity interests in a Person.

For purposes of this definition , ( a ) the Family of an individual includes ( i ) the individual , ( ii ) the individuals spouse , ( iii ) any other natural person who is related to the individual or the individuals spouse within the second degree , and ( iv ) any other natural person who resides with such individual , and ( b ) MaterialInterest means direct or indirect beneficial ownership ( as defined in Rule 13d-3 under the Securities Exchange Act of 1934 ) of voting securities or other voting interests representing at least 10 % of the outstanding voting power of a Person or equity securities or other equity interests representing at least 10 % of the outstanding equity securities or equity interests in a Person .


2.4 Payment of Purchase Price. At the Closing, Purchaser (i) shall pay cash to Seller, on account of the Purchase Price, in the amount of U.S.$150,000 <sup> and (ii) shall issue, or direct its transfer agent to issue, to Seller, on account of the Purchase Price, 200,000 shares of the common stock of Purchaser, par value $.001 per share (Common Stock) (such shares of Common Stock hereinafter referred to as the Stock), based on a valuation of $2.00 per share (First Stock Issuance), and (iii) 90 days following the Closing, shall issue, or direct its transfer agent to issue, to Seller, on account of the Purchase Price 150,000 additional shares of the common stock of Purchaser, par value $.001 per share (Common Stock), based on a valuation of $2.00 per share (Second Stock Issuance), as adjusted under Market Value Condition defined below.

2 . 4 Payment of Purchase Price . At the Closing , Purchaser ( i ) shall pay cash to Seller , on account of the Purchase Price , in the amount of U . S . $ 150 , 000 < sup > and ( ii ) shall issue , or direct its transfer agent to issue , to Seller , on account of the Purchase Price , 200 , 000 shares of the common stock of Purchaser , par value $ . 001 per share ( Common Stock ) ( such shares of Common Stock hereinafter referred to as the Stock ) , based on a valuation of $ 2 . 00 per share ( First Stock Issuance ) , and ( iii ) 90 days following the Closing , shall issue , or direct its transfer agent to issue , to Seller , on account of the Purchase Price 150 , 000 additional shares of the common stock of Purchaser , par value $ . 001 per share ( Common Stock ) , based on a valuation of $ 2 . 00 per share ( Second Stock Issuance ) , as adjusted under Market Value Condition defined below .


The Purchaser will issue the number of shares of Stock in the Second Stock Issuance to $300,000 at Market Value, or 150,000 shares whichever is less. Should the value of the Second Issuance on the first anniversary date be greater than $300,000, the additional value shall be a reduction of the Option purchase price for the remaining 20% .

The Purchaser will issue the number of shares of Stock in the Second Stock Issuance to $ 300 , 000 at Market Value , or 150 , 000 shares whichever is less . Should the value of the Second Issuance on the first anniversary date be greater than $ 300 , 000 , the additional value shall be a reduction of the Option purchase price for the remaining 20 % .


2.6 Option. Purchaser is hereby granted an option to purchase and otherwise acquire title to the 20% of assets related to the Assets held by Seller for an aggregate purchase price of $200,000 or 20% of the fair market value as mutually agreed upon by Seller and Purchaser, whichever is greater. The Purchaser may deduct the amount qualified under Section 2.4, if applicable, from its payment to Seller. Such option vests on June 30, 2018 and has a term of three years. Notice of exercise of such option shall be delivered to Seller at Sellers address for notifications in Section 12.4 of this Agreement. During the term of such option, Seller may not grant any security interest in, lien on, pledge, loan or otherwise encumber such 20% of assets.

2 . 6 Option . Purchaser is hereby granted an option to purchase and otherwise acquire title to the 20 % of assets related to the Assets held by Seller for an aggregate purchase price of $ 200 , 000 or 20 % of the fair market value as mutually agreed upon by Seller and Purchaser , whichever is greater . The Purchaser may deduct the amount qualified under Section 2 . 4 , if applicable , from its payment to Seller . Such option vests on June 30 , 2018 and has a term of three years . Notice of exercise of such option shall be delivered to Seller at Sellers address for notifications in Section 12 . 4 of this Agreement . During the term of such option , Seller may not grant any security interest in , lien on , pledge , loan or otherwise encumber such 20 % of assets .


3.1 Closing. The consummation of the transactions contemplated in this Agreement (the Closing) shall take place at the offices of Stony Hill Corp, 2355 Westwood Blvd., Suite 349, Los Angeles, California 90064, at 2:00 p.m. (local time) on February 23, 2017 , or at such other time and place as the parties may agree (the Closing Date). Subject to the termination provisions of Article 10, failure to consummate the transactions provided for in this Agreement on the date and time and at the place determined pur-suant to this Section 3.1 shall not result in the termination of this Agreement and shall not relieve any party of any obligation under this Agreement.

3 . 1 Closing . The consummation of the transactions contemplated in this Agreement ( the Closing ) shall take place at the offices of Stony Hill Corp , 2355 Westwood Blvd . , Suite 349 , Los Angeles , California 90064 , at 2 : 00 p . m . ( local time ) on February 23 , 2017 , or at such other time and place as the parties may agree ( the Closing Date ) . Subject to the termination provisions of Article 10 , failure to consummate the transactions provided for in this Agreement on the date and time and at the place determined pur-suant to this Section 3 . 1 shall not result in the termination of this Agreement and shall not relieve any party of any obligation under this Agreement .


(iii) a certificate of VitaCBD Brand representing and warranting that it has an ownership interest of not more than 20% in any of the Assets; and

( iii ) a certificate of VitaCBD Brand representing and warranting that it has an ownership interest of not more than 20 % in any of the Assets ; and


(c) Accredited Investor. Seller is an Accredited Investor as that term is defined by Rule 501 of Regulation D promulgated under the Securities Act. <sup> < br/>

( c ) Accredited Investor . Seller is an Accredited Investor as that term is defined by Rule 501 of Regulation D promulgated under the Securities Act . < sup > & lt ; br / & gt ;


(f) Transfer Restrictions . Seller will not transfer any of the Stock unless such transfer is exempt from registration under the Securities Act and such State Acts and securities laws of other applicable jurisdictions, and, if requested by Purchaser, Seller has furnished an opinion of counsel in compliance with the Securities Act that such transfer is so exempt. Seller understands and agrees that (i) the certificates evidencing the Stock will bear appropriate legends indicating such transfer restrictions placed upon the Stock, (ii) Purchaser shall have no obligation to honor transfers of any of the Stock in violation of such transfer restrictions, and (iii) Purchaser shall be entitled to instruct any transfer agent or agents for the securities of Purchaser to refuse to honor such transfers not in compliance with the Securities Act. < br/>

( f ) Transfer Restrictions . Seller will not transfer any of the Stock unless such transfer is exempt from registration under the Securities Act and such State Acts and securities laws of other applicable jurisdictions , and , if requested by Purchaser , Seller has furnished an opinion of counsel in compliance with the Securities Act that such transfer is so exempt . Seller understands and agrees that ( i ) the certificates evidencing the Stock will bear appropriate legends indicating such transfer restrictions placed upon the Stock , ( ii ) Purchaser shall have no obligation to honor transfers of any of the Stock in violation of such transfer restrictions , and ( iii ) Purchaser shall be entitled to instruct any transfer agent or agents for the securities of Purchaser to refuse to honor such transfers not in compliance with the Securities Act . & lt ; br / & gt ;


Los Angeles, California 90064 ---|---

Los Angeles , California 90064 - - - | - - -


3823 44th Ave. NE


2831 St. Rose Parkway, Suite 200


12.13 Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to conflicts of laws principles.

12 . 13 Governing Law . This Agreement shall be governed by the laws of the State of Delaware without regard to conflicts of laws principles .


FORM OF SECURITIES PURCHASE AGREEMENT


c.Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the Closing Date) shall be on or about March 14, 2017 , or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the Closing) shall occur on the Closing Date at such location as may be agreed to by the parties. Subsequent Closings shall occur when the Buyer Note is repaid. The Closing of the Second Note shall be on or before the dates specified in the Buyer Note.

c . Closing Date . The date and time of the first issuance and sale of the Note pursuant to this Agreement ( the Closing Date ) shall be on or about March 14 , 2017 , or such other mutually agreed upon time . The closing of the transactions contemplated by this Agreement ( the Closing ) shall occur on the Closing Date at such location as may be agreed to by the parties . Subsequent Closings shall occur when the Buyer Note is repaid . The Closing of the Second Note shall be on or before the dates specified in the Buyer Note .


Delray Beach, FL 33445


Attn: William Caragol, CEO


Attn: Yakov Borenstein, Manager


PositiveID Corp . | ---|--- | | By: | | Name: | William Caragol | Title: | CEO | | | UNION CAPITAL, LLC . | | | By: | | Name: | Yakov Borenstein | Title: | Manager |

PositiveID Corp . | - - - | - - - | | By : | | Name : | William Caragol | Title : | CEO | | | UNION CAPITAL , LLC . | | | By : | | Name : | Yakov Borenstein | Title : | Manager |


AGGREGATE SUBSCRIPTION AMOUNT: | $104,000.00 ---|---

AGGREGATE SUBSCRIPTION AMOUNT : | $ 104 , 000 . 00 - - - | - - -


(ag) Employee Plans. On the Closing Date, Northeast does not maintain any of the following plans (the Employee Plans): (1) any employee pension benefit plan (as such term is defined in the Employee Retirement Income Security Act of 1974 , as amended (ERISA), including any person, profit sharing, retirement, thrift, or stock purchase plan; (2) any employee welfare benefit (as such term is defined in ERISA): (3) any other compensation, stock option, restrictive stock, fringe benefit or retirement plan of any kind whatsoever, formal or informal, not included in the foregoing or providing for benefits for, or the welfare of, any or all of the current or former employees or agents of Northeast or any ERISA Affiliate or any of their beneficiaries or dependents, including any group health, life insurance, retiree medical, bonus, incentive or severance plan; (4) any multi-employer plan as such term is defined in ERISA or the Internal Revenue Code of 1986, as amended (the IRC); or (5) any multi-employer welfare arrangement as defined in ERISA.

( ag ) Employee Plans . On the Closing Date , Northeast does not maintain any of the following plans ( the Employee Plans ) : ( 1 ) any employee pension benefit plan ( as such term is defined in the Employee Retirement Income Security Act of 1974 , as amended ( ERISA ) , including any person , profit sharing , retirement , thrift , or stock purchase plan ; ( 2 ) any employee welfare benefit ( as such term is defined in ERISA ) : ( 3 ) any other compensation , stock option , restrictive stock , fringe benefit or retirement plan of any kind whatsoever , formal or informal , not included in the foregoing or providing for benefits for , or the welfare of , any or all of the current or former employees or agents of Northeast or any ERISA Affiliate or any of their beneficiaries or dependents , including any group health , life insurance , retiree medical , bonus , incentive or severance plan ; ( 4 ) any multi-employer plan as such term is defined in ERISA or the Internal Revenue Code of 1986 , as amended ( the IRC ) ; or ( 5 ) any multi-employer welfare arrangement as defined in ERISA .


Vertical Cardboard Baler - Model HP 2200


This Purchase Agreement (the Agreement), dated as of March15, 2017 , is by and among EXCO Resources, Inc. , a Texas corporation (the Company), Hamblin Watsa Investment Counsel Ltd. , as administrative agent under the Fairfax Second Lien Credit Agreement referred to below (in such capacity, the Fairfax Administrative Agent), Wilmington Trust , National Association, as administrative agent under the Exchange Second Lien Credit Agreement referred to below (in such capacity, the Exchange Administrative Agent) and each of the other undersigned parties hereto (each, a Seller and, collectively, the Sellers). The Company and the Sellers are referred to herein as the Parties and each a Party.

This Purchase Agreement ( the Agreement ) , dated as of March15 , 2017 , is by and among EXCO Resources , Inc . , a Texas corporation ( the Company ) , Hamblin Watsa Investment Counsel Ltd . , as administrative agent under the Fairfax Second Lien Credit Agreement referred to below ( in such capacity , the Fairfax Administrative Agent ) , Wilmington Trust , National Association , as administrative agent under the Exchange Second Lien Credit Agreement referred to below ( in such capacity , the Exchange Administrative Agent ) and each of the other undersigned parties hereto ( each , a Seller and , collectively , the Sellers ) . The Company and the Sellers are referred to herein as the Parties and each a Party .


WHEREAS, as an inducement to enter into this Agreement, the Company will issue to the Sellers a consent fee (the Consent Fee), which may be payable, at the option of the Seller as elected on the signature pages hereto, in (i)cash or (ii)in penny warrants to purchase Common Stock (the Amendment Fee Warrants and together with the Financing Warrants and the Commitment Fee Warrants, the Warrants, and together with the Common Stock which may be issued pursuant to any PIK Payments, the Securities), pursuant to a Warrant Agreement to be dated as of March15, 2017 (the Warrant Agreement) between the Company and Continental Stock Transfer& Trust Company, as warrant agent;

WHEREAS , as an inducement to enter into this Agreement , the Company will issue to the Sellers a consent fee ( the Consent Fee ) , which may be payable , at the option of the Seller as elected on the signature pages hereto , in ( i ) cash or ( ii ) in penny warrants to purchase Common Stock ( the Amendment Fee Warrants and together with the Financing Warrants and the Commitment Fee Warrants , the Warrants , and together with the Common Stock which may be issued pursuant to any PIK Payments , the Securities ) , pursuant to a Warrant Agreement to be dated as of March15 , 2017 ( the Warrant Agreement ) between the Company and Continental Stock Transfer & amp ; Trust Company , as warrant agent ;


(b) Exchange Second Lien Credit Agreement. The Company, the other Credit Parties (as defined in the Exchange Second Lien Credit Agreement), the Exchange Administrative Agent and each Seller that is party to the Exchange Second Lien Credit Agreement as of the Effective Date, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section5 of this Agreement, hereby (v)consent to, and direct the Exchange Administrative Agent and the Collateral Trustee (as defined in the Exchange Second Lien Credit Agreement) to enter into, the amendments to the Exchange Second Lien Credit Agreement attached as Exhibit C hereto, (w)agree that the Exchange Second Lien Credit Agreement shall be deemed further amended to allow for the consummation of the transactions contemplated by this Agreement, (x)irrevocably waive the requirement for the payment by the Borrower of any applicable Make-Whole Amount (as defined in the Exchange Second Lien Credit Agreement) that is owing solely with respect to the 2015 Exchange Loans that are subject to the purchase and sale contemplated by this Agreement, (y)hereby consent to, and, subject to compliance with Section 7.1(c) of the Collateral Trust Agreement (as defined in the Exchange Second Lien Credit Agreement), direct the Collateral Trustee (as defined in the Exchange Second Lien Credit Agreement) to enter into, the amendment to the Collateral Trust Agreement attached as Exhibit A hereto and (z)hereby consent to, and direct the Collateral Trustee (in its capacity as a Secured Debt Representative under and as defined in the Intercreditor Agreement (as defined in the Exchange Second Lien Credit Agreement)) to enter into, the amendment to the Intercreditor Agreement attached as Exhibit B hereto.

( b ) Exchange Second Lien Credit Agreement . The Company , the other Credit Parties ( as defined in the Exchange Second Lien Credit Agreement ) , the Exchange Administrative Agent and each Seller that is party to the Exchange Second Lien Credit Agreement as of the Effective Date , effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section5 of this Agreement , hereby ( v ) consent to , and direct the Exchange Administrative Agent and the Collateral Trustee ( as defined in the Exchange Second Lien Credit Agreement ) to enter into , the amendments to the Exchange Second Lien Credit Agreement attached as Exhibit C hereto , ( w ) agree that the Exchange Second Lien Credit Agreement shall be deemed further amended to allow for the consummation of the transactions contemplated by this Agreement , ( x ) irrevocably waive the requirement for the payment by the Borrower of any applicable Make-Whole Amount ( as defined in the Exchange Second Lien Credit Agreement ) that is owing solely with respect to the 2015 Exchange Loans that are subject to the purchase and sale contemplated by this Agreement , ( y ) hereby consent to , and , subject to compliance with Section 7 . 1 ( c ) of the Collateral Trust Agreement ( as defined in the Exchange Second Lien Credit Agreement ) , direct the Collateral Trustee ( as defined in the Exchange Second Lien Credit Agreement ) to enter into , the amendment to the Collateral Trust Agreement attached as Exhibit A hereto and ( z ) hereby consent to , and direct the Collateral Trustee ( in its capacity as a Secured Debt Representative under and as defined in the Intercreditor Agreement ( as defined in the Exchange Second Lien Credit Agreement ) ) to enter into , the amendment to the Intercreditor Agreement attached as Exhibit B hereto .


14\. Amendments in Writing . This Agreement may only be amended or modified if such amendment, modification or waiver is in writing and signed by all Parties. No waiver of any breach of this Agreement shall be construed as an implied amendment or agreement to amend or modify any provision of this Agreement.

14 \ . Amendments in Writing . This Agreement may only be amended or modified if such amendment , modification or waiver is in writing and signed by all Parties . No waiver of any breach of this Agreement shall be construed as an implied amendment or agreement to amend or modify any provision of this Agreement .


| | ---|---|--- WILMINGTON TRUST, NATIONAL ASSOCIATION, as Exchange Administrative Agent | By: | |

| | - - - | - - - | - - - WILMINGTON TRUST , NATIONAL ASSOCIATION , as Exchange Administrative Agent | By : | |


The Issuers have previously issued $280,000,000 aggregate principal amount of their 8% Senior Notes due 2020 under the Indenture and subsequently redeemed $98,000,000 in principal amount of such notes, leaving $182,000,000 aggregate principal amount of the 8% Senior Notes due 2020 currently outstanding (the Existing Securities). The Securities offered by the Issuers pursuant to this Purchase Agreement constitute an issuance of Additional Notes under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the Securities offered by the Issuers pursuant to this Purchase Agreement will have identical terms to the Existing Securities and will be treated as a single class of Notes for all purposes under the Indenture.

The Issuers have previously issued $ 280 , 000 , 000 aggregate principal amount of their 8 % Senior Notes due 2020 under the Indenture and subsequently redeemed $ 98 , 000 , 000 in principal amount of such notes , leaving $ 182 , 000 , 000 aggregate principal amount of the 8 % Senior Notes due 2020 currently outstanding ( the Existing Securities ) . The Securities offered by the Issuers pursuant to this Purchase Agreement constitute an issuance of Additional Notes under the Indenture . Except as otherwise described in the Pricing Disclosure Package ( as defined below ) , the Securities offered by the Issuers pursuant to this Purchase Agreement will have identical terms to the Existing Securities and will be treated as a single class of Notes for all purposes under the Indenture .


The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the Registration Rights Agreement), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i)a registration statement (the Exchange Offer Registration Statement) under the Securities Act ( as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the Exchange Securities) to be offered in exchange for the Securities (the Exchange Offer) and (ii)to the extent required by the Registration Rights Agreement, a shelf registration statement (the Shelf Registration Statement) pursuant to Rule415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective.

The holders of the Securities will be entitled to the benefits of a registration rights agreement , to be dated as of the Closing Date ( the Registration Rights Agreement ) , among the Issuers and the Initial Purchasers , pursuant to which the Issuers will agree to file with the Commission ( as defined below ) , under the circumstances set forth therein , ( i ) a registration statement ( the Exchange Offer Registration Statement ) under the Securities Act ( as defined below ) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities ( the Exchange Securities ) to be offered in exchange for the Securities ( the Exchange Offer ) and ( ii ) to the extent required by the Registration Rights Agreement , a shelf registration statement ( the Shelf Registration Statement ) pursuant to Rule415 of the Securities Act relating to the resale by certain holders of the Securities , and in each case , to use its reasonable best efforts to cause such registration statements to be declared effective .


The Issuers, the Operating Partnership and Ferrellgas,Inc., a Delaware corporation and the general partner of the Company and the Operating Partnership (the General Partner and, together with the Issuers and the Operating Partnership, the Ferrellgas Parties) understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the Subsequent Purchasers) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the Time of Sale). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933 (as amended, the Securities Act , which term, as used herein, includes the rulesand regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule144A under the Securities Act ( Rule144A) or Regulation S under the Securities Act ( Regulation S)).

The Issuers , the Operating Partnership and Ferrellgas , Inc . , a Delaware corporation and the general partner of the Company and the Operating Partnership ( the General Partner and , together with the Issuers and the Operating Partnership , the Ferrellgas Parties ) understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package ( as defined below ) and agree that the Initial Purchasers may resell , subject to the conditions set forth herein , all or a portion of the Securities to purchasers ( the Subsequent Purchasers ) on the terms set forth in the Pricing Disclosure Package ( the first time when sales of the Securities are made is referred to as the Time of Sale ) . The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission ( the Commission ) under the Securities Act of 1933 ( as amended , the Securities Act , which term , as used herein , includes the rulesand regulations of the Commission promulgated thereunder ) , in reliance upon exemptions therefrom . Pursuant to the terms of the Securities and the Indenture , investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred , after the date hereof , if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available ( including the exemptions afforded by Rule144A under the Securities Act ( Rule144A ) or Regulation S under the Securities Act ( Regulation S ) ) .


Exchange Act of 1934 (as amended, the Exchange Act, which term, as used herein, includes the rulesand regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms amend, amendment or supplement with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum.

Exchange Act of 1934 ( as amended , the Exchange Act , which term , as used herein , includes the rulesand regulations of the Commission promulgated thereunder ) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package ( including the Preliminary Offering Memorandum ) or the Final Offering Memorandum ( as the case may be ) , and all references herein to the terms amend , amendment or supplement with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum .


(a) Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section2 hereof and with the procedures set forth in Section6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the Trust Indenture Act, which term, as used herein, includes the rulesand regulations of the Commission promulgated thereunder).

( a ) Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section2 hereof and with the procedures set forth in Section6 hereof , it is not necessary in connection with the offer , sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or , until such time as the Exchange Securities are issued pursuant to an effective registration statement , to qualify the Indenture under the Trust Indenture Act of 1939 ( as amended , the Trust Indenture Act , which term , as used herein , includes the rulesand regulations of the Commission promulgated thereunder ) .


(b) None of the Issuers or, to the Issuers knowledge, their affiliates (as such term is defined in Rule501 under the Securities Act) ( each, an Affiliate), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Ferrellgas Parties make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act . None of the Issuers or, to the Issuers knowledge, their Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Ferrellgas Parties make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule502 under the Securities Act . With respect to those Securities sold in reliance upon Regulation S, (i)none of the Issuers or, to the Issuers knowledge, their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Ferrellgas Parties make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S

( b ) None of the Issuers or , to the Issuers knowledge , their affiliates ( as such term is defined in Rule501 under the Securities Act ) ( each , an Affiliate ) , or any person acting on its or any of their behalf ( other than the Initial Purchasers , as to whom the Ferrellgas Parties make no representation or warranty ) has , directly or indirectly , solicited any offer to buy or offered to sell , or will , directly or indirectly , solicit any offer to buy or offer to sell , in the United States or to any United States citizen or resident , any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act . None of the Issuers or , to the Issuers knowledge , their Affiliates , or any person acting on its or any of their behalf ( other than the Initial Purchasers , as to whom the Ferrellgas Parties make no representation or warranty ) has engaged or will engage , in connection with the offering of the Securities , in any form of general solicitation or general advertising within the meaning of Rule502 under the Securities Act . With respect to those Securities sold in reliance upon Regulation S , ( i ) none of the Issuers or , to the Issuers knowledge , their respective Affiliates or any person acting on its or their behalf ( other than the Initial Purchasers , as to whom the Ferrellgas Parties make no representation or warranty ) has engaged or will engage in any directed selling efforts within the meaning of Regulation S


(i) The limited partners of the Company hold Common Units in the Company representing an aggregate 99.0% limited partner interest; such limited partner interest consists of (as of January24, 2017 ) (i)69,612,939 publicly-traded Common Units (representing an approximate 72% limited partner interest), (ii)22,776,251 Common

( i ) The limited partners of the Company hold Common Units in the Company representing an aggregate 99 . 0 % limited partner interest ; such limited partner interest consists of ( as of January24 , 2017 ) ( i ) 69 , 612 , 939 publicly-traded Common Units ( representing an approximate 72 % limited partner interest ) , ( ii ) 22 , 776 , 251 Common


(yy) Except as otherwise disclosed in the Offering Memorandum, each of the Ferrellgas Parties and their respective subsidiaries and any employee benefit plan (as defined under the Employee Retirement Income Security Act of 1974 (as amended, ERISA, which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by each of the Ferrellgas Parties, their respective subsidiaries or their respective ERISA Affiliates (as defined below) are in compliance with ERISA, except where such noncompliance, individually or in the

( yy ) Except as otherwise disclosed in the Offering Memorandum , each of the Ferrellgas Parties and their respective subsidiaries and any employee benefit plan ( as defined under the Employee Retirement Income Security Act of 1974 ( as amended , ERISA , which term , as used herein , includes the regulations and published interpretations thereunder ) established or maintained by each of the Ferrellgas Parties , their respective subsidiaries or their respective ERISA Affiliates ( as defined below ) are in compliance with ERISA , except where such noncompliance , individually or in the


(zz) No relationship, direct or indirect, exists between or among any of the Ferrellgas Parties, on the one hand, and any director, officer, partner, member, stockholder, customer or supplier of the Ferrellgas Parties, on the other hand, that would be required by the Securities Act to be described in a registration statement on FormS-1 that is not so described in the Offering Memorandum. Except as otherwise disclosed in the Offering Memorandum, there are no outstanding loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Ferrellgas Parties to or for the benefit of any of the officers or directors of the Ferrellgas Parties or any of their respective family members.

( zz ) No relationship , direct or indirect , exists between or among any of the Ferrellgas Parties , on the one hand , and any director , officer , partner , member , stockholder , customer or supplier of the Ferrellgas Parties , on the other hand , that would be required by the Securities Act to be described in a registration statement on FormS-1 that is not so described in the Offering Memorandum . Except as otherwise disclosed in the Offering Memorandum , there are no outstanding loans , advances ( except advances for business expenses in the ordinary course of business ) or guarantees of indebtedness by the Ferrellgas Parties to or for the benefit of any of the officers or directors of the Ferrellgas Parties or any of their respective family members .


(ccc) None of the Ferrellgas Parties nor any subsidiary, director, employee or officer thereof, nor, to the knowledge of the Ferrellgas Parties, any affiliate or other person associated with or acting on behalf of the Ferrellgas Parties or any of their respective subsidiaries is the subject or target of Sanctions. None of the Ferrellgas Parties nor any subsidiary thereof, is located, organized or resident in a Sanctioned Country. No part of the proceeds of the offering of the Securities hereunder will be used, directly or indirectly, by the Issuers in violation of Sanctions. For purposes hereof: (i)Sanctions shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a)the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or other relevant sanctions authority, or (b)the Canadian Office of the Superintendent of Financial Institutions and (ii)Sanctioned Country shall mean, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, including but not limited to, Crimea, Cuba,Iran, North Korea, Sudan and Syria). For the past five years, the Ferrellgas Parties and their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

( ccc ) None of the Ferrellgas Parties nor any subsidiary , director , employee or officer thereof , nor , to the knowledge of the Ferrellgas Parties , any affiliate or other person associated with or acting on behalf of the Ferrellgas Parties or any of their respective subsidiaries is the subject or target of Sanctions . None of the Ferrellgas Parties nor any subsidiary thereof , is located , organized or resident in a Sanctioned Country . No part of the proceeds of the offering of the Securities hereunder will be used , directly or indirectly , by the Issuers in violation of Sanctions . For purposes hereof : ( i ) Sanctions shall mean economic or financial sanctions or trade embargoes imposed , administered or enforced from time to time by ( a ) the U . S . government , including those administered by the Office of Foreign Assets Control of the U . S . Department of the Treasury or the U . S . Department of State or other relevant sanctions authority , or ( b ) the Canadian Office of the Superintendent of Financial Institutions and ( ii ) Sanctioned Country shall mean , at any time , a country or territory which is itself the subject or target of any Sanctions ( at the time of this Agreement , including but not limited to , Crimea , Cuba , Iran , North Korea , Sudan and Syria ) . For the past five years , the Ferrellgas Parties and their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country .


(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004 (or such other place as may be agreed to by the Company and Merrill Lynch at 9:00 a.m., New York City time, on January30, 2017, or such other time and date as Merrill Lynch shall designate by notice to the Company (the time and date of such closing are called the Closing Date).

( b ) The Closing Date . Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Fried , Frank , Harris , Shriver & amp ; Jacobson LLP , One New York Plaza , New York , New York 10004 ( or such other place as may be agreed to by the Company and Merrill Lynch at 9 : 00 a . m . , New York City time , on January30 , 2017 , or such other time and date as Merrill Lynch shall designate by notice to the Company ( the time and date of such closing are called the Closing Date ) .


(d) Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Issuers that (i)it is a qualified institutional buyer within the meaning of Rule144A (a Qualified Institutional Buyer), (ii)it will offer and sell Securities only to (A)persons who it reasonably believes are Qualified Institutional Buyers in transactions meeting the requirements of Rule144A or (B)upon the terms and conditions set forth in Annex I to this Agreement; and (iii)it will not offer or sell Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule502(c)under the Securities Act.< br/>

( d ) Initial Purchasers as Qualified Institutional Buyers . Each Initial Purchaser severally and not jointly represents and warrants to , and agrees with , the Issuers that ( i ) it is a qualified institutional buyer within the meaning of Rule144A ( a Qualified Institutional Buyer ) , ( ii ) it will offer and sell Securities only to ( A ) persons who it reasonably believes are Qualified Institutional Buyers in transactions meeting the requirements of Rule144A or ( B ) upon the terms and conditions set forth in Annex I to this Agreement ; and ( iii ) it will not offer or sell Securities by any form of general solicitation or general advertising , including but not limited to the methods described in Rule502 ( c ) under the Securities Act . & lt ; br / & gt ;


(h) Prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, each of the Issuers shall file, on a timely basis, with the Commission and the New York Stock Exchange (NYSE) all reports and documents required to be filed under Section13 or 15 of the Exchange Act. At any time when an Issuer is not subject to Section13 or 15(d)of the Exchange Act and the Securities are restricted securities within the meaning of Rule144(a)(3)under the Securities Act , for the benefit of holders and beneficial owners from time to time of the Securities, such Issuer shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities information satisfying the requirements of Rule144A(d)(4)under the Securities Act.< br/>

( h ) Prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers , each of the Issuers shall file , on a timely basis , with the Commission and the New York Stock Exchange ( NYSE ) all reports and documents required to be filed under Section13 or 15 of the Exchange Act . At any time when an Issuer is not subject to Section13 or 15 ( d ) of the Exchange Act and the Securities are restricted securities within the meaning of Rule144 ( a ) ( 3 ) under the Securities Act , for the benefit of holders and beneficial owners from time to time of the Securities , such Issuer shall furnish , at its expense , upon request , to holders and beneficial owners of Securities and prospective purchasers of Securities information satisfying the requirements of Rule144A ( d ) ( 4 ) under the Securities Act . & lt ; br / & gt ;


(j) Except for the Exchange Offer Registration Statement, during the period beginning on the date hereof through and including the date that is 60 days after the date hereof, none of the Ferrellgas Parties will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any United States dollar-denominated debt securities issued or guaranteed by any of the Ferrellgas Parties and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, in each case without the prior written consent of Merrill Lynch.

( j ) Except for the Exchange Offer Registration Statement , during the period beginning on the date hereof through and including the date that is 60 days after the date hereof , none of the Ferrellgas Parties will offer , sell , contract to sell , pledge or otherwise dispose of , directly or indirectly , or file with the Commission a registration statement under the Securities Act relating to , any United States dollar-denominated debt securities issued or guaranteed by any of the Ferrellgas Parties and having a maturity of more than one year from the date of issue , or publicly disclose the intention to make any such offer , sale , pledge , disposition or filing , in each case without the prior written consent of Merrill Lynch .


(k) None of the Ferrellgas Parties will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section4(a)(2)of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Securities.

( k ) None of the Ferrellgas Parties will at any time offer , sell , contract to sell , pledge or otherwise dispose of , directly or indirectly , any securities under circumstances where such offer , sale , pledge , contract or disposition would cause the exemption afforded by Section4 ( a ) ( 2 ) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Securities .


(d) Opinion of Counsel for the Initial Purchasers. On the Closing Date the Initial Purchasers shall have received the favorable opinion of Fried, Frank, Harris, Shriver& Jacobson LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

( d ) Opinion of Counsel for the Initial Purchasers . On the Closing Date the Initial Purchasers shall have received the favorable opinion of Fried , Frank , Harris , Shriver & amp ; Jacobson LLP , counsel for the Initial Purchasers , dated as of such Closing Date , with respect to such matters as may be reasonably requested by the Initial Purchasers .


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAYBE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE RESALE RESTRICTION TERMINATION DATE), EXCEPT THAT THE NOTES MAYBE TRANSFERRED (A)TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C)FOR SO LONG AS THE NOTES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (RULE 144A ), TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E)TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A)(1), (2), (3)OR (7)OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THE NOTES AND,IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED ( THE SECURITIES ACT ) , OR ANY STATE SECURITIES LAWS . NEITHER THIS NOTE , NOR ANY INTEREST OR PARTICIPATION HEREIN MAYBE OFFERED , SOLD , ASSIGNED , TRANSFERRED , PLEDGED , ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM , OR NOT SUBJECT TO , THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT . THE HOLDER OF THIS NOTE , BY ITS ACCEPTANCE HEREOF , AGREES NOT TO OFFER , SELL OR OTHERWISE TRANSFER SUCH SECURITY , PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE ( OR ANY PREDECESSOR OF THIS NOTE ) ( THE RESALE RESTRICTION TERMINATION DATE ) , EXCEPT THAT THE NOTES MAYBE TRANSFERRED ( A ) TO THE COMPANY OR ANY SUBSIDIARY THEREOF , ( B ) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT , ( C ) FOR SO LONG AS THE NOTES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ( RULE 144A ) , TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A , ( D ) PURSUANT TO OFFERS AND SALES TO NON-U . S . PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT , ( E ) TO AN INSTITUTIONAL ACCREDITED INVESTOR ( AS DEFINED IN RULE 501 ( A ) ( 1 ) , ( 2 ) , ( 3 ) OR ( 7 ) OF REGULATION D UNDER THE SECURITIES ACT ) THAT , PRIOR TO SUCH TRANSFER , FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THE NOTES AND , IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL


(a) Indemnification of the Initial Purchasers. Each of the Ferrellgas Parties, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act , the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Ferrellgas Parties), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Merrill Lynch) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not

( a ) Indemnification of the Initial Purchasers . Each of the Ferrellgas Parties , jointly and severally , agrees to indemnify and hold harmless each Initial Purchaser , its affiliates , directors , officers and employees , and each person , if any , who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss , claim , damage , liability or expense , as incurred , to which such Initial Purchaser , affiliate , director , officer , employee or controlling person may become subject , under the Securities Act , the Exchange Act or other federal or state statutory law or regulation , or at common law or otherwise ( including in settlement of any litigation , if such settlement is effected with the written consent of the Ferrellgas Parties ) , insofar as such loss , claim , damage , liability or expense ( or actions in respect thereof as contemplated below ) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum , Pricing Supplement , any Issuer Additional Written Communication or the Final Offering Memorandum ( or any amendment or supplement thereto ) , or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein , in the light of the circumstances under which they were made , not misleading ; and to reimburse each Initial Purchaser and each such director , officer , employee or controlling person for any and all expenses ( including the fees and disbursements of counsel chosen by Merrill Lynch ) as such expenses are reasonably incurred by such Initial Purchaser or such director , officer , employee or controlling person in connection with investigating , defending , settling , compromising or paying any such loss , claim , damage , liability , expense or action ; provided , however , that the foregoing indemnity agreement shall not


(b) Indemnification of the Ferrellgas Parties. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Ferrellgas Parties, and each of their respective partners, directors, officers and each person, if any, who controls the Ferrellgas Parties within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Ferrellgas Parties or any such partner, director, officer or controlling person may become subject, under the Securities Act , the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by such Initial Purchaser through the Representative expressly for use therein; and to reimburse the Issuers and each such partner, director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Issuers or such partner, director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Ferrellgas Parties hereby acknowledges that the only information that the Initial Purchasers have furnished to the Issuers expressly for use in the Preliminary Offering Memorandum, Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fourth and fifth sentences of the twelfth paragraph and in the fourteenth paragraph under the caption Plan of Distribution in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section7(b)shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

( b ) Indemnification of the Ferrellgas Parties . Each Initial Purchaser agrees , severally and not jointly , to indemnify and hold harmless each of the Ferrellgas Parties , and each of their respective partners , directors , officers and each person , if any , who controls the Ferrellgas Parties within the meaning of the Securities Act or the Exchange Act , against any loss , claim , damage , liability or expense , as incurred , to which the Ferrellgas Parties or any such partner , director , officer or controlling person may become subject , under the Securities Act , the Exchange Act , or other federal or state statutory law or regulation , or at common law or otherwise ( including in settlement of any litigation , if such settlement is effected with the written consent of such Initial Purchaser ) , insofar as such loss , claim , damage , liability or expense ( or actions in respect thereof as contemplated below ) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum , Pricing Supplement , any Issuer Additional Written Communication or the Final Offering Memorandum ( or any amendment or supplement thereto ) , or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein , in the light of the circumstances under which they were made , not misleading , in each case to the extent , but only to the extent , that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum , Pricing Supplement , any Issuer Additional Written Communication or the Final Offering Memorandum ( or any amendment or supplement thereto ) , in reliance upon and in conformity with written information furnished to the Issuers by such Initial Purchaser through the Representative expressly for use therein ; and to reimburse the Issuers and each such partner , director , officer or controlling person for any and all expenses ( including the fees and disbursements of counsel ) as such expenses are reasonably incurred by the Issuers or such partner , director , officer or controlling person in connection with investigating , defending , settling , compromising or paying any such loss , claim , damage , liability , expense or action . Each of the Ferrellgas Parties hereby acknowledges that the only information that the Initial Purchasers have furnished to the Issuers expressly for use in the Preliminary Offering Memorandum , Pricing Supplement , any Issuer Additional Written Communication or the Final Offering Memorandum ( or any amendment or supplement thereto ) are the statements set forth in the fourth and fifth sentences of the twelfth paragraph and in the fourteenth paragraph under the caption Plan of Distribution in the Preliminary Offering Memorandum and the Final Offering Memorandum . The indemnity agreement set forth in this Section7 ( b ) shall be in addition to any liabilities that each Initial Purchaser may otherwise have .


Incorporated 50 Rockefeller Plaza New York, New York 10020 Facsimile: (212) 901-7897 Attention: High Yield Legal Department

Incorporated 50 Rockefeller Plaza New York , New York 10020 Facsimile : ( 212 ) 901-7897 Attention : High Yield Legal Department


Fried, Frank, Harris, Shriver& Jacobson LLP One New York Plaza New York, New York 10004 Facsimile: (212) 859-4000 Attention: Stuart H. Gelfond,Esq.

Fried , Frank , Harris , Shriver & amp ; Jacobson LLP One New York Plaza New York , New York 10004 Facsimile : ( 212 ) 859-4000 Attention : Stuart H . Gelfond , Esq .


Ferrellgas Partners, L.P. 7500 College Boulevard, Suite1000 Overland Park, Kansas 66210 Facsimile: (816) 792-7985 Attention: Alan C. Heitmann

Ferrellgas Partners , L . P . 7500 College Boulevard , Suite1000 Overland Park , Kansas 66210 Facsimile : ( 816 ) 792-7985 Attention : Alan C . Heitmann


Bracewell LLP 711 Louisiana Street, Suite2300 Houston, Texas 77002 Facsimile: (713) 221-1212 Attention: Robin J. Miles and Charles H. Still,Jr.

Bracewell LLP 711 Louisiana Street , Suite2300 Houston , Texas 77002 Facsimile : ( 713 ) 221-1212 Attention : Robin J . Miles and Charles H . Still , Jr .


SECTION14. Governing Law Provisions and Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION14 . Governing Law Provisions and Waiver of Jury Trial . THIS AGREEMENT AND ANY CLAIM , CONTROVERSY OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW , ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY ( WHETHER BASED ON CONTRACT , TORT OR ANY OTHER THEORY ) . EACH PARTY HERETO ( A ) CERTIFIES THAT NO REPRESENTATIVE , AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED , EXPRESSLY OR OTHERWISE , THAT SUCH OTHER PERSON WOULD NOT , IN THE EVENT OF LITIGATION , SEEK TO ENFORCE THE FOREGOING WAIVER AND ( B ) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY , AMONG OTHER THINGS , THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION .


MERRILL LYNCH, PIERCE, FENNER & SMITH

MERRILL LYNCH , PIERCE , FENNER & amp ; SMITH


WELLS FARGO SECURITIES, LLC


Wells Fargo Securities, LLC


7. Uni Asia, Ltd, a Seychelles limited company

7 . Uni Asia , Ltd , a Seychelles limited company


10. Bridger Leasing, LLC , a Louisiana limited liability company

10 . Bridger Leasing , LLC , a Louisiana limited liability company


18. Bridger Swan Ranch, LLC , a Delaware limited liability company

18 . Bridger Swan Ranch , LLC , a Delaware limited liability company


20. J.J. Addison Partners, LLC , a Texas limited liability company

20 . J . J . Addison Partners , LLC , a Texas limited liability company


24. Bridger Lake, LLC , a Delaware limited liability company

24 . Bridger Lake , LLC , a Delaware limited liability company


This Chief Financial Officers Certificate (this Certificate) is delivered pursuant to Section4(i)of the Purchase Agreement, dated as of January24, 2017 (the Purchase Agreement) among Ferrellgas Partners, L.P. (the Company), Ferrellgas Partners Finance Corp. (Finance Corp. and, together with the Company, the Issuers) and Merrill Lynch, Pierce, Fenner& Smith Incorporated, as the representative of the several initial purchasers named in Schedule A thereto in connection with the offer and sale of $175,000,000 aggregate principal amount of the 8% Senior Notes due 2020 (the Securities) of the Issuers. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Purchase Agreement.

This Chief Financial Officers Certificate ( this Certificate ) is delivered pursuant to Section4 ( i ) of the Purchase Agreement , dated as of January24 , 2017 ( the Purchase Agreement ) among Ferrellgas Partners , L . P . ( the Company ) , Ferrellgas Partners Finance Corp . ( Finance Corp . and , together with the Company , the Issuers ) and Merrill Lynch , Pierce , Fenner & amp ; Smith Incorporated , as the representative of the several initial purchasers named in Schedule A thereto in connection with the offer and sale of $ 175 , 000 , 000 aggregate principal amount of the 8 % Senior Notes due 2020 ( the Securities ) of the Issuers . Capitalized terms used but not defined herein shall have the meanings assigned to them in the Purchase Agreement .


Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule902 of Regulation S (i)as part of its distribution at any time and (ii)otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act . Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any tombstone advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S.

Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to , or for the benefit or account of , a U . S . Person ( other than a distributor ) , in each case , as defined in Rule902 of Regulation S ( i ) as part of its distribution at any time and ( ii ) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date , other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act . Such Initial Purchaser agrees that , during such 40-day restricted period , it will not cause any advertisement with respect to the Securities ( including any tombstone advertisement ) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities , except such advertisements as permitted by and include the statements required by Regulation S .


EX-10.3 9 ex10_3notepurchasehalsey.htm HALSEY NOTE PURCHASE AGREEMENT


WHEREAS, the Seller desires to sell a promissory note in the principal amount of Twenty Five Thousand Dollars ( $25,000 ) to the Purchaser, and the Purchaser desires to purchase such note from the Seller pursuant to the terms and conditions contained herein;

WHEREAS , the Seller desires to sell a promissory note in the principal amount of Twenty Five Thousand Dollars ( $ 25 , 000 ) to the Purchaser , and the Purchaser desires to purchase such note from the Seller pursuant to the terms and conditions contained herein ;


3.2 Accredited Investor". The Purchaser represents that he is an "accredited investor" as such term is defined in the SEC's Rule 501 under Regulation D of the Act of 1933 , as amended (the "Act")

3 . 2 Accredited Investor " . The Purchaser represents that he is an " accredited investor " as such term is defined in the SEC ' s Rule 501 under Regulation D of the Act of 1933 , as amended ( the " Act " )


Stitching Awl with 1- 1/4" Diamond Shape Blade

Stitching Awl with 1 - 1 / 4 " Diamond Shape Blade


The Goods will be deemed received by the Purchaser when delivered to the Purchaser at 89 Songbai E St, Baiyun Qu, Guangzhou Shi, Guangdong Sheng, China, 510405 . The method of shipment will be door-to-door shipment, from the warehouse of the Seller to the place of delivery of the Purchaser on the DDP terms.

The Goods will be deemed received by the Purchaser when delivered to the Purchaser at 89 Songbai E St , Baiyun Qu , Guangzhou Shi , Guangdong Sheng , China , 510405 . The method of shipment will be door-to-door shipment , from the warehouse of the Seller to the place of delivery of the Purchaser on the DDP terms .


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Shemn Corp. (The Purchaser)


Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share; and

Each whole warrant entitles the holder to purchase one Share at an exercise price of $ 11 . 50 per Share ; and


B. Purchase and Sale of the Private Placement Warrants. On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the Initial Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company 8,000,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of approximately $12,000,000 (the Purchase Price), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Companys wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the

B . Purchase and Sale of the Private Placement Warrants . On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company ( the Initial Closing Date ) , the Company shall issue and sell to the Purchaser , and the Purchaser shall purchase from the Company 8 , 000 , 000 Private Placement Warrants at a price of $ 1 . 50 per warrant for an aggregate purchase price of approximately $ 12 , 000 , 000 ( the Purchase Price ) , which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Companys wiring instructions . On the Initial Closing Date , upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the


(ii) The Purchaser is an accredited investor as such term is defined in Rule501(a)(3)of Regulation D under the Securities Act.< br/>

( ii ) The Purchaser is an accredited investor as such term is defined in Rule501 ( a ) ( 3 ) of Regulation D under the Securities Act . & lt ; br / & gt ;


E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York .

E . Governing Law . This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York .


Richmond, Virginia 23219 USA


As of January4, 2017


The Gibraltar Life Insurance Co., Ltd.

The Gibraltar Life Insurance Co . , Ltd .


(vii) such financial and other information as such holder, or any qualified institutional buyer designated by such holder, may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act ; for the purpose of this paragraph 5A(vii), the term qualified institutional buyer shall have the meaning specified in Rule 144A under the Securities Act ; and

( vii ) such financial and other information as such holder , or any qualified institutional buyer designated by such holder , may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes , except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15 ( d ) of the Exchange Act ; for the purpose of this paragraph 5A ( vii ) , the term qualified institutional buyer shall have the meaning specified in Rule 144A under the Securities Act ; and


6A. Subsidiary Indebtedness. The Company will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:

6A . Subsidiary Indebtedness . The Company will not permit any Subsidiary to create , incur , assume or permit to exist any Indebtedness , except :


6I. Financial Covenants. (i)Maximum Leverage Ratio. The Company will not permit the ratio (the Leverage Ratio), determined as of the end of each of its fiscal quarters ending on and after March31, 2017, of (A)Consolidated Total Indebtedness to (B)Consolidated EBITDA for the period of four (4)consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than 3.50 to 1.00; provided that to the extent that an Increased Leverage Period is in effect, then the Leverage Ratio shall not be greater than 4.00 to 1.00.< br/>

6I . Financial Covenants . ( i ) Maximum Leverage Ratio . The Company will not permit the ratio ( the Leverage Ratio ) , determined as of the end of each of its fiscal quarters ending on and after March31 , 2017 , of ( A ) Consolidated Total Indebtedness to ( B ) Consolidated EBITDA for the period of four ( 4 ) consecutive fiscal quarters ending with the end of such fiscal quarter , all calculated for the Company and its Subsidiaries on a consolidated basis , to be greater than 3 . 50 to 1 . 00 ; provided that to the extent that an Increased Leverage Period is in effect , then the Leverage Ratio shall not be greater than 4 . 00 to 1 . 00 . & lt ; br / & gt ;


6J. Sanctions Laws and Regulations. (i)The Company will not, and will not permit its Subsidiaries to, directly or indirectly use the proceeds of the Notes (i)for any purpose which would breach the U.K. Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions; (ii)in each case in any manner that will result in any Sanctions Violations, to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country; (iii)in any other manner that will result in any Sanctions Violations by any party to this Agreement or (iv)in each case, except as could not reasonably be expected to result in a Material Adverse Effect or could not reasonably be expected to result in any Sanctions Violations by, or liability to, any holder of any Notes, for any purpose which would breach Anti-Corruption Laws.

6J . Sanctions Laws and Regulations . ( i ) The Company will not , and will not permit its Subsidiaries to , directly or indirectly use the proceeds of the Notes ( i ) for any purpose which would breach the U . K . Bribery Act 2010 , the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions ; ( ii ) in each case in any manner that will result in any Sanctions Violations , to fund , finance or facilitate any activities , business or transaction of or with any Designated Person or in any Sanctioned Country ; ( iii ) in any other manner that will result in any Sanctions Violations by any party to this Agreement or ( iv ) in each case , except as could not reasonably be expected to result in a Material Adverse Effect or could not reasonably be expected to result in any Sanctions Violations by , or liability to , any holder of any Notes , for any purpose which would breach Anti-Corruption Laws .


8D. Financial Condition; No Material Adverse Change. (i)The Company has heretofore furnished to the Purchasers its consolidated balance sheet and statements of income, stockholders equity and cash flows (A)as of and for the fiscal year ended December31, 2015 reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B)as of and for the fiscal quarter and the portion of the fiscal year ended March31, 2016,June30, 2016 and September30, 2016, in each case, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (B)above.

8D . Financial Condition ; No Material Adverse Change . ( i ) The Company has heretofore furnished to the Purchasers its consolidated balance sheet and statements of income , stockholders equity and cash flows ( A ) as of and for the fiscal year ended December31 , 2015 reported on by PricewaterhouseCoopers LLP , independent public accountants , and ( B ) as of and for the fiscal quarter and the portion of the fiscal year ended March31 , 2016 , June30 , 2016 and September30 , 2016 , in each case , certified by a Financial Officer . Such financial statements present fairly , in all material respects , the consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP , subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause ( B ) above .


8H. Investment Company Status. Neither the Company nor any of its Subsidiaries is an investment company as defined in, or subject to regulation under, the Investment Company Act of 1940 .

8H . Investment Company Status . Neither the Company nor any of its Subsidiaries is an investment company as defined in , or subject to regulation under , the Investment Company Act of 1940 .


8L. Federal Reserve Regulations . Neither the Issuer, nor any agent acting on behalf of the Issuer, has taken any action which might cause this Agreement or the Notes to violate Regulation U, Regulation T or any other regulation of the Board or to violate the Exchange Act , in each case as in effect now or as the same may hereafter be in effect. The Issuer is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock and the aggregate market value of all margin stock owned by the Issuer and its Subsidiaries does not exceed 10% of the aggregate value of the assets thereof, as determined by any reasonable method. None of the proceeds from the sale of any Notes will be used to finance a Hostile Tender Offer.

8L . Federal Reserve Regulations . Neither the Issuer , nor any agent acting on behalf of the Issuer , has taken any action which might cause this Agreement or the Notes to violate Regulation U , Regulation T or any other regulation of the Board or to violate the Exchange Act , in each case as in effect now or as the same may hereafter be in effect . The Issuer is not engaged principally , or as one of its important activities , in the business of extending credit for the purpose of purchasing or carrying margin stock and the aggregate market value of all margin stock owned by the Issuer and its Subsidiaries does not exceed 10 % of the aggregate value of the assets thereof , as determined by any reasonable method . None of the proceeds from the sale of any Notes will be used to finance a Hostile Tender Offer .


(i) Neither the Issuer, nor any agent acting on behalf of the Issuer, has, directly or indirectly, offered the Notes or any similar security of the Issuer for sale to, or solicited any offers to buy the Notes or any similar security of the Issuer from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchaser(s) and not more than 10 other Institutional Investors, and neither the Issuer nor any agent acting on behalf of the Issuer has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of Section5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

( i ) Neither the Issuer , nor any agent acting on behalf of the Issuer , has , directly or indirectly , offered the Notes or any similar security of the Issuer for sale to , or solicited any offers to buy the Notes or any similar security of the Issuer from , or otherwise approached or negotiated with respect thereto with , any Person other than the Purchaser ( s ) and not more than 10 other Institutional Investors , and neither the Issuer nor any agent acting on behalf of the Issuer has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of Section5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction .


Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Company and its affiliated companies concerning or relating to bribery or corruption, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

Anti-Corruption Laws means all laws , rules , and regulations of any jurisdiction applicable to the Company and its affiliated companies concerning or relating to bribery or corruption , including but not limited to , the U . S . Foreign Corrupt Practices Act and the U . K . Bribery Act 2010 .


Bank Credit Agreement means that certain Credit Agreement, dated as of October28, 2014, by and among the Company, certain Subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, as amended by Amendment No.1 to Credit Agreement, dated as of July15, 2016, and Amendment No.2 to Credit Agreement, dated as of December22, 2016, and as the same may be further amended, restated, amended and restated, refinanced, supplemented, replaced or otherwise modified from time to time.

Bank Credit Agreement means that certain Credit Agreement , dated as of October28 , 2014 , by and among the Company , certain Subsidiaries of the Company from time to time party thereto , the lenders from time to time party thereto and JPMorgan Chase Bank , N . A . , as the administrative agent , as amended by Amendment No . 1 to Credit Agreement , dated as of July15 , 2016 , and Amendment No . 2 to Credit Agreement , dated as of December22 , 2016 , and as the same may be further amended , restated , amended and restated , refinanced , supplemented , replaced or otherwise modified from time to time .


Change in Control means: (i)any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof), other than Bruce C. Gottwald, Floyd D. Gottwald, Jr. or members of their respective families, or investment entities owned entirely (directly or indirectly) by them or members of their respective families, either individually or acting in concert with one or more other persons, shall have acquired beneficial ownership, directly or indirectly, of securities of the Company (or other securities convertible into such securities) representing 25% or more of the combined voting power of all securities of the Company entitled to vote in the election of members of the governing body of the Company, other than securities having such power only by reason of the happening of a contingency; (ii)the occurrence, during any period of 24 consecutive months, of a change in the composition of the governing body of the Company such that a majority of the members of any such governing body are not Continuing Members; (iii)the occurrence of any Change of Control or similar event as defined in any agreement or instrument evidencing any Material Indebtedness with an original principal amount in excess of $50,000,000; (iv)the failure at any time of the Company to legally and beneficially own and control 100% of the issued and outstanding shares of capital stock of Ethyl Corporation or Afton Chemical Corporation or the failure at any time of the Company to have the ability to elect all of the governing body of Ethyl Corporation or Afton Chemical Corporation; or (v)the Company ceases to own, directly or indirectly, and Control 100% (other than directors qualifying shares) of the ordinary voting and economic power of any Foreign Subsidiary Borrower.

Change in Control means : ( i ) any Person or group ( within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof ) , other than Bruce C . Gottwald , Floyd D . Gottwald , Jr . or members of their respective families , or investment entities owned entirely ( directly or indirectly ) by them or members of their respective families , either individually or acting in concert with one or more other persons , shall have acquired beneficial ownership , directly or indirectly , of securities of the Company ( or other securities convertible into such securities ) representing 25 % or more of the combined voting power of all securities of the Company entitled to vote in the election of members of the governing body of the Company , other than securities having such power only by reason of the happening of a contingency ; ( ii ) the occurrence , during any period of 24 consecutive months , of a change in the composition of the governing body of the Company such that a majority of the members of any such governing body are not Continuing Members ; ( iii ) the occurrence of any Change of Control or similar event as defined in any agreement or instrument evidencing any Material Indebtedness with an original principal amount in excess of $ 50 , 000 , 000 ; ( iv ) the failure at any time of the Company to legally and beneficially own and control 100 % of the issued and outstanding shares of capital stock of Ethyl Corporation or Afton Chemical Corporation or the failure at any time of the Company to have the ability to elect all of the governing body of Ethyl Corporation or Afton Chemical Corporation ; or ( v ) the Company ceases to own , directly or indirectly , and Control 100 % ( other than directors qualifying shares ) of the ordinary voting and economic power of any Foreign Subsidiary Borrower .


CISADA means the Comprehensive Iran Sanctions, Accountability and Divestment Act.< br/>

CISADA means the Comprehensive Iran Sanctions , Accountability and Divestment Act . & lt ; br / & gt ;


Purchasers means The Prudential Insurance Company of America , The Gibraltar Life Insurance Co., Ltd., The Lincoln National Life Insurance Company, The Prudential Life Insurance Company, Ltd., and their respective successors and assigns with respect to the Notes.

Purchasers means The Prudential Insurance Company of America , The Gibraltar Life Insurance Co . , Ltd . , The Lincoln National Life Insurance Company , The Prudential Life Insurance Company , Ltd . , and their respective successors and assigns with respect to the Notes .


Securities Act means the Securities Act of 1933 <sup> , as amended.

Securities Act means the Securities Act of 1933 < sup > , as amended .