Common use of Assigned Interest Clause in Contracts

Assigned Interest. Facility Assigned Aggregate Amount of Commitment for all Lenders1 Amount of Commitment Assigned* Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _________________________________________________ 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _____________________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [Consented to and]5 Accepted: BANK NAME OF AMERICA, N.A., as Administrative Agent ASSIGNEE] By: ______________________________________ Title: [Consented to:]6 FERRELLGASto and]3 Accepted: JPMorgan Chase Bank, L.P. By: Ferrellgas, Inc.N.A., as its general partner Administrative Agent By _________________________ 5To Title: [Consented to:]4 [Tupperware Brands Corporation By _________________________ Title:] [Consented to: JPMORGAN CHASE BANK, N.A., as Issuing Bank and as Swingline Lender By _________________________ Title:] _____________________________________________________________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] for all Lenders Amount of Commitment for all Lenders1 Amount of Commitment Assigned* [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___[[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage Status of Assignee under Section 2.17(f)(iii) of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Agreement: [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent Bynot a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________ Title_Jurisdiction of Tax Residence: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________ 5To _________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Administrative Agent Company or the Swiss Borrower is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans3 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: _____________________________ 1Amount to be adjusted by 2Fill in the counterparties to take into account any payments or prepayments made between appropriate terminology for the Trade Date and types of facilities under the Effective Date. 2Set Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption ASSIGNEE [Consented to and]5 Accepted: BANK NAME OF AMERICA, N.A., as Administrative Agent ASSIGNEE] By: _____________________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. Byto and]4 Accepted: Ferrellgas, Inc.[NAME OF ADMINISTRATIVE AGENT], as its general partner Administrative Agent By ____________________________________ 5To Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To 5To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Swingline Lender, L/C IssuersIssuing Bank) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption[______________________]6 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans3 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: ____:______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures, Section 11.15 of the Credit Agreement and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill NAME OF ASSIGNOR By:______________________________ Title: ASSIGNEE _________________________________ NAME OF ASSIGNEE By:______________________________ Title: ______________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this AssignmentAssignment (e.g. “Revolving Commitment”). 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is 3 Set forth, to be determined at least 9 decimals, as a percentage of the Trade DateCommitment/Loans of all Lenders. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGASto:]5 AUTONATION, L.P. INC. By: Ferrellgas, Inc., as its general partner ________________________________ 5To Title: [NAME OF ANY OTHER RELEVANT PARTY] By________________________________ Title: ______________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment for all Lenders1 Lenders Amount of Commitment Assigned* Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment 2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _____________________________________________________________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, 2 Set forth to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and] 3 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent ByBy Title: [Consented to:] 4 [NAME OF RELEVANT PARTY] By Title: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner ______________________________ 5To 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lender Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans2 $ [ ] $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT COLUMN FINANCIAL, INC., AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Lender a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK to:]3 [NAME OF AMERICA, N.A., as Administrative Agent RELEVANT PARTY] By: _________________________________ Name: Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________ 5To 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionAgreement XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and] Accepted: BANK OF AMERICAWELLX XXXGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGASto:] [FMC TECHNOLOGIES, L.P. INC.] By: Ferrellgas, Inc., as its general partner ________________________________ 5To Title: ________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 Commitment/Loans110 Tranche BRestatement Effective Date Term Loans $________________ 350,000,000.00485,000,000.00 $________________ ______________% ____________________ Revolving Loans $________________ 101,250,000.00117,500,000.00 $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 1[10] Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: __:_______________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [Consented to and]5 Accepted: BANK NAME OF AMERICA, N.A., as Administrative Agent ASSIGNEE] By: :_______________________ Title: Consented to and Accepted: BARCLAYS BANK PLC, as as Administrative Agent By:_______________________ Title: [Consented to:]6 FERRELLGASto: RADNET MANAGEMENT, L.P. INC. By: Ferrellgas, Inc., as its general partner __:_______________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To Title: 1 1To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required for the applicable assignment by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form ANNEX 1 The $451,250,000602,500,000 Amended and Restated First Lien Credit and Guaranty Agreement, dated as of Assignment October 10July 1, 20122016 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and Assumptionnot otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates of the Borrower, as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement.

Assigned Interest. Facility Assigned Assignee Aggregate Amount of Commitment ofCommitment for all Lenders1 Lenders Amount of Commitment Assigned* ofCommitmentAssigned Percentage Assigned of Commitment2 ____________________3 ShareAssigned $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 2 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _____________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: [Consented to and]5 and]3 Accepted: BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Name: Title: [Consented to:]6 FERRELLGASto:] 4 MID-CON ENERGY PROPERTIES, L.P. LLC, a Delaware limited liability company By: FerrellgasMid-Con Energy Partners, Inc.LP, as a Delaware limited partnership, its general partner _Sole Member By: Mid-Con Energy GP, LLC, a Delaware limited liability company, Its General Partner By: ________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment Xxxxxxx X. Xxxxxxxx President and AssumptionChief Financial Officer STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate AggregateAmount ofCommitmentfor all Lenders* Amount of Commitment for all Lenders1 Amount of Commitment AssignedofCommitmentAssigned* Percentage Assigned of Commitment2 ____________________3 PercentageAssigned ofCommitment2 CUSIP Number Revolving Credit Loan $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 3 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Title: [Consented to and]5 and]4 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:]5 By: Ferrellgas, Inc., as its general partner _________________________________ 5To Title: _______________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To 5 To be added only if the consent of the Borrower Borrowers and/or other parties (e.g. Swing Line Lender, L/C IssuersIssuing Bank) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 TO ASSIGNMENT AND ASSUMPTION FIFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: __________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:]5 [__________________________________] By: Ferrellgas, Inc., as its general partner __________________________________ 5To Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Aggregate Principal Amount of Commitment Commitment/Term Loans for all Lenders1 Lenders* Principal Amount of Commitment Commitment/Term Loans Assigned* Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Term Loans1 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 2 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: [Consented to and]5 and]3 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to: VERIZON COMMUNICATIONS INC. By: Ferrellgas, Inc., as its general partner ________________________________ 5To Title:]4 * Amount to be added only if adjusted by the consent counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1 Set forth, to at least 9 decimals, as a percentage of the Administrative Agent is required by the terms Commitment/Term Loans of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumptionall Lenders thereunder.

Assigned Interest. Facility Assigned 1 Select as applicable. Aggregate Amount of Commitment Commitment/ Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set Name:____________________________ Title:_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]3 Accepted: BANK OF AMERICA, N.A.Alter Domus (US) LLC, as Administrative Agent By: :_________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner Name:______________________________ 5To Title:_______________________________ [Consented to:]4 [NAME OF RELEVANT PARTY] By:________________________________ Name:_____________________________ Title:_______________________________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Amount of Commitment Assigned* Commitment/Loans Percentage Assigned of Commitment2 ____________________3 Lenders Assigned Commitment/Loans(2) ------------------------ -------------------------- ---------------------- $________________ $________________ ______________% __________$__________ $__________ __________% $__________ $________________ ______________% ____________________ $________________ $___Effective Date: _____________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ------------------------------------ Title: --------------------------------- ASSIGNEE [NAME OF ASSIGNEE] By: ------------------------------------ Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption---------------------------------

Assigned Interest. Facility Assigned Assignor[s] Assignee[s] Aggregate Amount of Commitment for all Lenders1 Commitments / Loans Amount of Commitment Assigned* Percentage ofCommitments/ Loans Assigned of Commitment2 ____________________3 PercentageAssigned ofCommitments/Loans CUSIPNumber $________________ $________________ ______________% ______$______________ $________________ $________________ ______________% ______$______________ $________________ $________________ ______________% [7. Trade Date: __________________]4 ] Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] Exhibit E – 1 Form of Assignment and Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _____________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: [Consented to and]5 and] Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]6 FERRELLGASto:] [XXXXXXX WASTE SYSTEMS, L.P. INC., for itself and each of the Borrowers referred to herein] By: Ferrellgas, Inc., as its general partner _________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Name: Title: [_________________, as Swing Line Lender] By: _________________________________ Name: Title:] Exhibit E – 1 Form of Assignment and Assumption [_________________, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 Issuer] By: _________________________________ Name: Title: Exhibit E - 3 – 1 Form of Assignment and AssumptionAssumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 the Assignor Amount of Commitment/Loans Assigned Commitment Assigned* Percentage of Assigned of Commitment2 ____________________3 $________________ $_Commitment/Loans $ $ % Effective Date: _______________ ____, 20__________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, Guarantor, and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: __________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ____________________________ Name Title: ­2 Address for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent ByNotices: ____________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner ____________________________________ 5To be added only ____________________________________ Attention: ________________________ Telecopy: ________________________ [Include if and to the consent of the extent applicable:] Consented to: JPMORGAN CHASE BANK, N.A., as Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line LenderBy: Name: Title: 731 RETAIL ONE LLC, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumptiona Delaware limited liability company By: Name: Title: 731 COMMERCIAL LLC, a Delaware limited liability company By: Name: Title: 4­ ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: Consented to and]5 and Accepted: BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to: OXXX CORPORATION By: Ferrellgas, Inc., as its general partner ________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionTitle: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME ASSIGNEE[NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by 2 Fill in the counterparties to take into account any payments or prepayments made between appropriate terminology for the Trade Date and types of facilities under the Effective Date. 2Set Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: :_________________________________ Name: Title: [Consented to:]6 FERRELLGAS, L.P. to:]5 [NAME OF RELEVANT PARTY] By: Ferrellgas, Inc., as its general partner :________________________________ 5To Name: Title: [NAME OF RELEVANT PARTY] By:________________________________ Name: Title: [NAME OF RELEVANT PARTY] By:________________________________ Name: Title: ________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. ­­­­­­­­­­­­­­­­­­­­­­­­ Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: Exhibit B Consented to and]5 and Accepted: BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to: OXXX CORPORATION By: Ferrellgas, Inc., as its general partner ________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionTitle: Exhibit B ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________________________________ Title: ASSIGNEE [NAME OF ASSIGNEEASSIGNOR] By: _______________________________________ Title: _________________________ 1Amount to be adjusted by 2 Fill in the counterparties to take into account any payments or prepayments made between appropriate terminology for the Trade Date and types of facilities under the Effective DateCredit Agreement that are being assigned under this Assignment (e.g., “Global Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 2Set 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender]4 By: _________________________________________________ Title: [[__________], as an Issuing Bank]5 By: _________________________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. THE SCOTTS MIRACLE-GRO COMPANY By: Ferrellgas, Inc., as its general partner _________________________________________________ 5To Title: ________________________ 4 To be added only if the consent of the Administrative Agent Issuing Banks and the Swingline Lender is required by the terms of the Credit Agreement. 6To 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) Issuing Banks is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Commitment Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans2 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]3 Accepted: BANK OF AMERICAJPMorgan Chase Bank, N.A., as Administrative Agent By: _____________________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:] 4 Norfolk Southern Corporation By: Ferrellgas, Inc., as its general partner _____________________________________________ 5To Title: _____________________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 Commitment/Loans Senior First Lien Loan $_54,601,424.00 $27,300,712.00 50.00% Effective Date: June 27, 2016 The Assignee agrees to deliver to Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about Borrower, the Guarantor, and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR VARIAN MEDICAL SYSTEMS INTERNATIONAL AG By:_/s/ Xxxx X. Kuo_______________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: Director Confidential ASSIGNEE [NAME OF ASSIGNEE] By: DEUTSCHE BANK AG, LONDON BRANCH By:_/s/Xxxxxxx Xxxxx _ Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________Vice President By:_/s/ Tristyn Tran________________ Title: [Authorized Signatory Consented to:]6 FERRELLGASto and Accepted: JPMORGAN CHASE BANK, L.P. By: Ferrellgas, Inc.N.A., as its general partner ___________Administrative Agent By_/s/ Xxxx Xxxxxxx, Asc.______________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionTitle: Authorized Signatory ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name:____________________________ Title:_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ [Consented to and]5 and] Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent Agent[, Issuing Bank and Swingline Lender] By: :_________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner Name:______________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionTitle:_______________________________ [Consented to:] [NAME OF RELEVANT PARTY] By:________________________________ Name:_____________________________ Title:_______________________________ ANNEX 1 to ASSIGNMENT AND ASSUMPTION [__________________] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The THEREFOR.]The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _____________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By_____________________________________ Title: Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as X.X.Xx Administrative Agent and Issuing Bank By: _____________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:]3 MICROCHIP TECHNOLOGY INCORPORATED By: Ferrellgas, Inc., as its general partner _____________________________________ 5To Title: ______________________ 2 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amounts of Amount of Commitment for all Lenders1 Amount of Commitment Assigned* Commitment/Loans Commitment/Loans Percentage Assigned of Commitment2 ____________________3 $________________ $___Facility Assigned for all Lenders Assigned Commitment/Loans3 U.S. Tranche A Term Loans [ ] $ _____________ _______________ % ____________________ $________________ $___Foreign Tranche A Term Loans [ ] € _____________ _______________ % ____________________ $________________ $___U.S. Tranche B Term Loans [ ] $ _____________ _______________ % [7. Trade Date: Foreign Tranche B Term Loans [ ] € _____________ ______]4 Effective Date: _______ % U.S. Revolving Loans [ ] $ _____________ _____________ % U.S. Multicurrency Revolving Loans [ ] [_]4_____________ _____________ % Foreign Revolving Loans [ ] € _____________ _____________ % 3 Set forth, to at least nine (9) decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 Any Approved Currency. Assignment Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE ASSIGNMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and Accepted: [DEUTSCHE BANK OF AMERICA, N.A.AG NEW YORK BRANCH, as Administrative Agent By: _________________________________ Title: ]5 [Consented to:]6 FERRELLGAS, L.P. to: GRIFOLS INC. By: FerrellgasTitle: ]6 [Consented to: GRIFOLS, Inc., as its general partner _________________________ 5To S.A. By: Title: ]7 5 To be added only if the consent of the Administrative Agent is required for the applicable assignment by the terms of the Credit Agreement. 6To 6 To be added only if the consent of the U.S. Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required for the applicable assignment by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans3 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption ASSIGNEE NAME OF ASSIGNEE By: Name: Title: [Consented to and]5 and]4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent ByBy Name: _________________________________ Title: [Consented to:]6 FERRELLGASto:]5 THE XXXXX FINANCIAL COMPANIES, L.L.L.P. By Name: Title: XXXXXX X. XXXXX & CO., L.P. ByBy Name: Ferrellgas, Inc., as its general partner _________________________ 5To Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Assigned9 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans10 CUSIP Number $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 11 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [Consented to and]5 NAME OF ASSIGNEE] By:______________________________ Title: Accepted: BANK OF AMERICACITIZENS BANK, N.A., as Administrative Agent By: :______________________________________ Name: Title: [Consented to:]6 FERRELLGASTRC COMPANIES, L.P. INC. as the Borrower12 By: Ferrellgas, Inc., as its general partner :______________________________________ 5To Name: Title: 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Commitment,” etc.) 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement12 If required. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan Commitment / Term Loans for all Lenders1 Lenders Amount of Term Loan Commitment Assigned* / Term Loans Assigned Percentage of Assigned of Commitment2 ____________________3 $________________ $___Term Loan Commitment / Term Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a designation of one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: __________________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set Title: ASSIGNEE [NAME OF ASSIGNEE] _____________________________________ 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Term Loan Commitment / Term Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E Exhibit A - 2 Form of Assignment and Assumption 2 By: __________________________________________ Title: [Consented to and]5 and]3 Accepted: BANK OF AMERICA, N.A.NEDBANK LIMITED, as Administrative Agent By: __________________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner ____________________________________________ 5To 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Banks Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Bank, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the General Partner and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to be determined at least 9 decimals, as a percentage of the Trade Dateapplicable Commitment/Loans of all Banks thereunder. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [NAME OF ASSIGNEE] By: Title: Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:]4 [NAME OF RELEVANT PARTY] By: Ferrellgas, Inc., as its general partner ________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To Title: ______________________ 4 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Swingline Lender, L/C IssuersFronting Bank) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionXXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR

Assigned Interest. 1 Select as applicable. Facility Assigned 2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________Commitment/Loans 3 $________________ $___​ $ $ % ​ $ $ % ​ $ $ % ​ Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ​ By ​ ​​ ​​ ​​ ​​ ​ Title: ​ ASSIGNEE [NAME OF ASSIGNEE] By: ​ By ​ ​​ ​​ ​​ ​​ ​ Title: _________________________ 1Amount to be adjusted by ​ 2 Fill in the counterparties to take into account any payments or prepayments made between appropriate terminology for the Trade Date and types of facilities under the Effective Date. 2Set Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent ​ By: _:________________________________ TitleName: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _____________________________ 5To Title: ______________________________ ​ ​ [Consented to:]5 [NAME OF RELEVANT PARTY] ​ By:________________________________ Name: _____________________________ Title: ______________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned 1 Select as applicable Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/ Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: ASSIGNEE [Consented to:]6 FERRELLGAS, L.P. NAME OF ASSIGNEE] By: Ferrellgas, Inc., as its general partner ______________________________________ 5To Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank and Swingline Lender By: _____________________________ Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By: _____________________________ Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/ Loans Assigned Percentage Assigned of Commitment2 Commitment/ Loans CUSIP Number ____________________3 $_ $ ________________ $_______$ _________ _______________ % ______ $ ________________ $________________ $_______$ _________ _______________ % ______ $ ________________ $________________ $_______$ _________ _______________ % [7. Trade Date: __________________]4 ] A - 152 Form of Assignment and Assumption Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]1 Accepted: BANK OF AMERICAXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGASto:]2 XXXX FOOD COMPANY, L.P. INC. By: Ferrellgas, Inc., as its general partner _________________________ 5To Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreementpursuant to Section 9.04(b)(iii)(B). 6To 2 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreementpursuant to Section 9.04(b)(iii)(A). 068800 000057 DALLAS 1872243.4 E A - 3 153 Form of Assignment and AssumptionAssumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by Name:____________________________ Title:_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ 2 Fill in the counterparties to take into account any payments or prepayments made between appropriate terminology for the Trade Date and types of facilities under the Effective Date. 2Set Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent Agent[, Issuing Bank and Swingline Lender] By: :_________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner Name:______________________________ 5To Title:_______________________________ [Consented to:]5 [NAME OF RELEVANT PARTY] By:________________________________ Name:_____________________________ Title:_______________________________ 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 6To 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Swingline Lender, L/C IssuersIssuing Bank) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 to ASSIGNMENT AND ASSUMPTION LANDEC CORPORATION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Banks Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 Commitment/Loans Working Capital Commitment $________________ $________________ ______________% _______Revolving Commitment $_____________ $_____________ ____ $_______% Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and] Accepted: SOCIÉTÉ GÉNÉRALE, as Administrative Agent By: Title: [Consented to:] [Borrower Name] By: Title: [SOCIÉTÉ GÉNÉRALE, as an Issuing Bank] By: Title: [_________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent an Issuing Bank] By: _________________________________ Title: [Consented to:]6 FERRELLGASANNEX 1 SPARK HOLDCO, L.P. By: FerrellgasLLC, Inc.SPARK ENERGY, as its general partner _________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line LenderLLC, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment SPARK ENERGY GAS, LLC, CENSTAR ENERGY CORP, and AssumptionCENSTAR OPERATING COMPANY, LLC CREDIT AGREEMENT DATED AS OF JULY 8, 2015 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. ­­­­­­­­­­­­­­­­­­­­­­­­ Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans1 $ $ % 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGASto:]2 ADVANCE STORES COMPANY, L.P. INCORPORATED By: Ferrellgas, Inc., as its general partner ________________________________ 5To Title: 2 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line LenderADVANCE STORES COMPANY, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionINCORPORATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment for all Lenders1 Amount of Commitment Assigned* Percentage Assigned Assigned \2 Commitment/Loans for Commitment/Loans of Commitment2 ____________________3 $________________ $___Commitment/ all Lenders Assigned Loans \3 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ----------------------- \2 Fill in the appropriate terminology for the Types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., "Eurodollar" or "ABR") \3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ------------------------------------ Title: ASSIGNEE [NAME OF ASSIGNEE] By: ------------------------------------ Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ ------------------------------------ Title: [Consented to:]6 FERRELLGASXXXXX 0 XXXXXX XXXXXXXXX dated as of August 19, L.P. By: Ferrellgas2005 among NELNET, Inc.INC., the LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as its general partner _________________________ 5To be added only if the consent of the Administrative Agent, and CITIBANK,N.A., as Syndication Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionSTANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Amount of Percentage Commitment/Loans Commitment/Loans Assigned of Facility Assigned for all Lenders1 Amount of Commitment Assigned* Percentage Lenders Assigned of Commitment2 Commitment/Loans ------------------------------------------------------------------------------ _________________ $ $ ____3 $________________ $________________ ______________% _________________ $ ____ $________________ $$ _________________ _________________% _________________ $ ____ $________________ $$ _________________ ______________% [7. Trade Date: __________________]4 % Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :__________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [Consented to and]5 Accepted: BANK NAME OF AMERICA, N.A., as Administrative Agent ASSIGNEE] By: :__________________________________ Title: [Consented to:]6 FERRELLGASto and] Accepted: BANK OF AMERICA, L.P. By: Ferrellgas, Inc.N.A., as its general partner Administrative Agent By:________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Title: [Consented to:] GETTY IMAGES, INC. By:________________________________ Title: ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT Credit Agreement. 6To be added only if , dated as of July 19, 2002, among Getty Images, Inc., the consent Lenders parties thereto, and Bank of the Borrower and/or other parties (e.g. Swing Line LenderAmerica, N.A., as Administrative Agent, Security Trustee, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment Issuer and AssumptionSwing Line Lender STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. Facility Assigned Assigned3 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Obligors and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Fill in the appropriate terminology for the types of Facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Loans,” “Swingline Loans,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Exhibit A - 3 0010146-0000535 NYO1: 2000731687.1 [Consented to and]5 Accepted: THE BANK OF NOVA SCOTIA, as Administrative Agent By:_________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: Consented to: [NAME OF ISSUING BANK] By:_________________________________ Title: Consented to and]5 Acceptedto: BANK [NAME OF AMERICA, N.A., as Administrative Agent SWINGLINE LENDER] By: _:________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. Byto: Ferrellgas, Inc.MILLICOM INTERNATIONAL CELLULAR S.A., as its general partner the Borrower By:________________________________ 5To Title: By:______________________________ Title:]6 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit AgreementSection 10.04. 6To 6 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and] 3 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:] 4 THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP By: Ferrellgas, Inc., as its general partner _________________________________ 5To Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility 1 Select as applicable. Exhibit E - 1 Revolving Commitment Assigned Aggregate Maximum Credit Amount of Commitment for all Lenders1 Lenders Maximum Credit Amount of Commitment Assigned* Assigned Percentage Share Assigned of Commitment2 ____________________3 $________________ $___Revolving Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 2 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and3 Accepted: BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent ByBy _________________________________ Title: By _________________________________ Title: [Consented to:]6 FERRELLGASto:4 BLACK STONE MINERALS COMPANY, L.P. By: FerrellgasBSMC GP, Inc.L.L.C. By: Black Stone Minerals, as its general partner L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ 5To Name: Title:] 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Aggregate Amounts of Commitment/Loans for all Lenders Amount of Commitment for all Lenders1 Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 Commitment/Loans2 Dollar Tranche B Term Loans $________________ 2,500,000,000 $________________ ______________% ____________________ $________________ $% Euro Tranche B Term Loans €1,360,000,000 €________________ ______________% __% Revolving Loans $500,000,000 [__________________ $________________ $_]3_______________ ______________% [7. Trade Date: __________________]4 % Assignment Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE ASSIGNMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. ______________ 2 Set forth, to at least nine (9) decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 Any Approved Currency. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: __:_______________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By:_______________________ Title: Consented to and]5 and Accepted: BANK OF AMERICA, N.A.[[●], as Administrative Agent By: ______________________ Title: ]4 [Consented to: GRIFOLS WORLDWIDE OPERATIONS LIMITED, as Foreign Borrower By: ____________________________________ Name: Title: [Consented to:]6 FERRELLGASGRIFOLS WORLDWIDE OPERATIONS USA, L.P. INC., as U.S. Borrower By: Ferrellgas, Inc., as its general partner ____________________________________ 5To Name: Title: GRIFOLS, S.A., as Spanish Borrower By: _____________________________ Name: Title:]5 ______________ 4 To be added only if the consent of the Administrative Agent is required for the applicable assignment by the terms of the Credit Agreement. 6To 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) [Foreign Borrower][Spanish Borrower][U.S. Borrower] is required for the applicable assignment by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 TO EXHIBIT D STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Amount of Percentage Commitment/Loans for all Lenders1 Amount of Commitment Assigned* Percentage Commitment/Loans Assigned of Commitment2 ____________________3 Facility Assigned Lenders Assigned Commitment/Loans ----------------- ------------------------ ---------------- ---------------- $________________ $________________ ______________% ____________________ $________________ $___Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ------------------------------------ Title: ASSIGNEE [NAME OF ASSIGNEE] By: ------------------------------------ Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Exhibit A Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By ------------------------------------- Title: Consented to: TECUMSEH PRODUCTS COMPANY By: _________________________________ ------------------------------------ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionExhibit A ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Amount of Commitment/Loans for all Lenders1 Amount of Commitment Assigned* Commitment/Loans Percentage Assigned of Commitment2 ____________________3 $________________ $_________Facility Assigned Lenders Assigned Commitment/Loans ----------------- ------------------------ ---------------- ----------------------- $ $ % ----------------- ------------------------ ---------------- ----------------------- $ $ % ----------------- ------------------------ ---------------- ----------------------- $ $ % Effective Date: _______ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: ASSIGNOR [Consented to:]6 FERRELLGAS, L.P. NAME OF ASSIGNOR] By: Ferrellgas, Inc., as its general partner ______________________________ 5To be added only if the consent of the Title: Consented to and accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionBy ____________________________ Title: Consented to: PULTE MORTGAGE LLC By ____________________________ Title:

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Amount of Percentage Assigned Commitment/Loans/LC Commitment/Loans/ of Commitment/ Exposure for all Lenders1 Amount of Commitment Assigned* Percentage Lenders LC Exposure Assigned of Commitment2 ____________________3 $________________ $___Loans/LC Exposure(1) $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ---------- (1) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans/LC Exposure of all Lenders thereunder. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: Title: Consented to and]5 Acceptedand accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: :_________________________________ Name: Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc.ISSUING BANK], as its general partner Issuing Bank By:_________________________________ 5To Name: Title: [Consented to:](2) AMERADA XXXX CORPORATION By:________________________________ Name: Title: ---------- (2) The Company's consent will not be added only required if an Event of Default has occurred and is continuing or the consent assignment is to an Affiliate of the Administrative Agent is required by the terms of the Credit AgreementAssignor. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX I AMERADA XXXX CORPORATION CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 Commitment/Loans2 [$________________ ] [$___] % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]5 and]3 Accepted: BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Name: Title: [Consented to:]6 FERRELLGAS, L.P. to:]4 KIMCO REALTY CORPORATION By: Ferrellgas, Inc., as its general partner ________________________________ 5To Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned HOU:0007002/04558:1716085v10 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: HOU:0007002/04558:1716085v10 [Consented to and]5 and] Accepted: BANK [NAME OF AMERICA, N.A.ADMINISTRATIVE AGENT], as Administrative Agent By: :_________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:] [NAME OF RELEVANT PARTY] By: Ferrellgas, Inc., as its general partner :________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionTitle: HOU:0007002/04558:1716085v10 ANNEX 1 [__________________] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor Assignee Facility Assigned Aggregate Amount of Commitment Loans for all Lenders1 Lenders Amount of Commitment Assigned* Loans Assigned3 Percentage Assigned of Commitment2 ____________________3 $________________ $___Loans3 CUSIP Number Initial Term B Loans $ $ % [such other Tranche of Term Loans as has been established pursuant to the Credit Agreement] $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]5 and]4 Accepted: BANK OF AMERICAWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: :_________________________________ Name: Title: [Consented to:]6 FERRELLGAS, L.P. Byto: Ferrellgas, Inc.REVLON CONSUMER PRODUCTS CORPORATION, as its general partner Borrower By:________________________________ 5To Name: Title:]5 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Commitment Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20201__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set Name: Title: Address of Assignee: ____________________________________ ____________________________________ ____________________________________ 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and Accepted: BANK OF AMERICA, N.A.Community Banks of Colorado, as Administrative Agent By: _________________________________________________ Name: Title: [Consented to:]6 FERRELLGAS, L.P. to: Synergy Resources Corporation By: Ferrellgas, Inc., as its general partner _________________________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Name: Title: ANNEX 1 Synergy Resources Corporation Amended and Restated Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionAgreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________________________________ Title: ASSIGNEE [NAME OF ASSIGNEEASSIGNOR] By: _______________________________________ Title: _________________________ 1Amount to be adjusted by 2 Fill in the counterparties to take into account any payments or prepayments made between appropriate terminology for the Trade Date and types of facilities under the Effective DateCredit Agreement that are being assigned under this Assignment (e.g., “Global Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 2Set 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender]4 By: _________________________________________________ Title: [[__________], as an Issuing Bank]5 By: _________________________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. THE SCOTTS MIRACLE-GRO COMPANY By: Ferrellgas, Inc., as its general partner _________________________________________________ 5To Title: ________________________ 4 To be added only if the consent of the Administrative Agent Issuing Banks and the Swingline Lender is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Commitment/ Loans Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Loans Assigned Amount of Unused Commitment Assigned* Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment and Loans2 Acquisition Loan $ $ $ % Project Loan $ $ $ % Building Loan $ $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ___________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name: Title: ASSIGNEE [Consented to and]5 Accepted: BANK NAME OF AMERICA, N.A., as Administrative Agent ASSIGNEE] By: ___________________________________ Name: Title: Applicable Lending Office Address for Notices: Telephone No.: ( ) Telecopier No.: ( ) 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:]6 FERRELLGASto and]3 Accepted: EUROHYPO AG, L.P. By: Ferrellgas, Inc.NEW YORK BRANCH, as its general partner Administrative Agent By:____________________________________ 5To Name: Title: By____________________________________ Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit AgreementLoan Agreements. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned ­­­­­­­­­­­­­­­­­­­­­­­­ Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent, except if the Assignee is already a Lender pursuant to the terms of the Credit Agreement, a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Exhibit A 509265-1423-11447-11698801 Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Title: _Consented to: Issuing Bank By________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to: Borrower By: Ferrellgas, Inc., as its general partner ________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionTitle:] Exhibit A 509265-1423-11447-11698801

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: _______________________________ Title: _______________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and] 3 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:]4 [NAME OF RELEVANT PARTY] By: Ferrellgas, Inc., as its general partner _________________________________ 5To Title: _____________________________________ 3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To 4To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Swingline Lender, L/C IssuersIssuing Bank) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility RevolvingCommitment Assigned Aggregate Maximum Credit Amount of Commitment for all Lenders1 Lenders Maximum Credit Amount of Commitment Assigned* Assigned Percentage Share Assigned of Commitment2 ____________________3 $________________ $___Revolving Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 thereunder 004255 000290 19837419.2 Exhibit E - 2 Form of Assignment and Assumption [Consented to and]5 and3 Accepted: BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent ByBy _________________________________ Title: By _________________________________ Title: [Consented to:]6 FERRELLGASto:4 BLACK STONE MINERALS COMPANY, L.P. By: FerrellgasBSMC GP, Inc.L.L.C. By: Black Stone Minerals, as its general partner L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ 5To Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C IssuersIssuing Bank) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 Agreement 004255 000290 19837419.2 Exhibit E - 3 Form of Assignment and AssumptionANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned1 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $__Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date:______________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The Borrower shall be a third party beneficiary of this assumption by the Assignee of the obligations of the Assignor with respect to obligations owing to the Borrower under the Credit Agreement, as modified by this Assignment and Assumption. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :_________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner Name:_______________________________ 5To be added only if Title:________________________________ 1 Fill in the consent appropriate terminology for the types of the Administrative Agent is required by the terms Commitments or Classes of Loans under the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Agreement that are being assigned under this Assignment and Assumption.

Assigned Interest. Facility Assigned Assigned48 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans59 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20_20_--_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in this Assignment which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _______their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. __________________ 1Amount to be adjusted by the counterparties to take into account any payments 48 Fill in either “Revolving Commitment” or prepayments made between the Trade Date and the Effective Date“Revolving Loans”. 2Set 59 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 3Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc.to:610 COMCAST CORPORATION, as its general partner Borrower By________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line LenderTitle: Consented to:711 [ ], L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumptionas Issuing Lender By________________________________ Title: __________________

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans2 Revolving Facility $ $ % ____________________ $________________ $________________ ______________Term Loan Facility $ $ % ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Guarantors and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. ________________________ 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption NAME OF ASSIGNOR By:______________________________ Title: ASSIGNEE _________________________________ NAME OF ASSIGNEE By:______________________________ Title: [Consented to and]5 and] Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: Consented to:4 [Consented to:]6 FERRELLGASDELTA AIR LINES, L.P. INC.] By: Ferrellgas, Inc., as its general partner ________________________________ 5To be added only if the Title: [INSERT NAME ], as Issuing Lender5 By________________________________ Title: ________________________ 3 No consent of the Administrative Agent is shall be required by the terms for an assignment of the Credit Agreement. 6To be added only Term Loans if the consent of the Borrower and/or other parties (e.g. Swing Line Assignee is a Lender, L/C Issuers) is required by the terms an Affiliate of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumptiona Lender or an Approved Fund.

Assigned Interest. Facility Assigned (e.g. “U.S. Revolving Commitment,” “Canadian Revolving Commitment,” “U.S. Term Loans,” or “Canadian Term Loans”) Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: _____________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates on or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and] Accepted: BANK OF AMERICA[JPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Agent] By Title: [Consented to:]6 FERRELLGASto:] [JPMORGAN CHASE BANK, L.P. By: Ferrellgas, Inc.N.A., as its general partner _________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionFronting Bank] By Title: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned Aggregate Commitment/Loans for all Lenders Amount of Commitment for all Lenders1 Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________Commitment/Loans 3 $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [NAME OF ASSIGNOR By:______________________________ Title: ASSIGNEE _________________________________ NAME OF ASSIGNEE By:______________________________ Title: Consented to and]5 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. Byto: Ferrellgas, Inc.4 COMCAST CORPORATION, as its general partner Borrower By________________________________ 5To Title: 4 Must be added only if included for assignments on or prior to the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or Certain Funds Termination Date (other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumptionthan

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Commitment/Loans2 Effective Date: __________________, 20__ [TO 20[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _By ________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [Consented to and]5 Accepted: BANK NAME OF AMERICA, N.A., as Administrative Agent By: _______ASSIGNEE] By __________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner __________________________ 5To Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]; Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By _______________________ Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By ________________________ Title: _________________________ 3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To 4To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Swingline Lender, L/C Issuers. Issuing Bank) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name:____________________________ Title:_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ Consented to and]5 and Accepted: BANK OF AMERICAJPMorgan Chase Bank, N.A., as Administrative Agent [and as Issuing Bank] By: :_________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner Name:______________________________ 5To be added only if Title:_______________________________ Consented to: Gulf Island Fabrication, Inc. By:________________________________ Name:_____________________________ Title:_______________________________ ANNEX 1 to ASSIGNMENT AND ASSUMPTION Tenth Amended and Restated Credit Agreement dated as of December 16, 2016 among Gulf Island Fabrication, Inc., the consent of Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumptionthereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned 1Select as applicable. Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/ Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: ASSIGNEE [Consented to:]6 FERRELLGAS, L.P. NAME OF ASSIGNEE] By: Ferrellgas, Inc., as its general partner ______________________________________ 5To Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: _____________________________ Title: [Consented to:]3 DICE HOLDINGS, INC. By: _____________________________ Title: _______________________ 2Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lender thereunder. 3To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name:____________________________ Title:_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ [Consented to and]5 and] Accepted: BANK OF AMERICAJPMorgan Chase Bank, N.A., as Administrative Agent Agent, Issuing Bank and Swingline Lender By: :_________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner Name:______________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit AgreementTitle:_______________________________ [Consented to:] [NAME OF RELEVANT PARTY] By:________________________________ Name:_____________________________ Title:_______________________________ ANNEX 1 to ASSIGNMENT AND ASSUMPTION ZOE'S KITCHEN, INC. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionSTANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set Title: ASSIGNEE [NAME OF ASSIGNEE] By: ______________________________ Title: 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and] Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:] VIAD CORP By: Ferrellgas, Inc., as its general partner ______________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line LenderTitle: By______________________________ Title: Consented to: JPMORGAN CHASE BANK, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionN.A., as LC Issuer By______________________________ Title: ANNEX 1

Assigned Interest. Facility Assigned 1 Select as applicable. Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: ______________________ Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Agent By ___ Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________ 5To 3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Assignor[s]5 Assignee[s]6 Facility Assigned Assigned7 Aggregate Amount of Commitment Commitment/ Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/ Loans Assigned Percentage Assigned of Commitment2 ____________________3 $Commitment/ Loans8 CUSIP Number ________________ $$ ________________ $ _________ _______________ % ____________________ $$ ________________ $_______$ _________ _______________ % ____________________ $$ ________________ $_______$ _________ _______________ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE APPLICABLE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth Assignee agrees to deliver to the [Term Loan Administrative Agents][Revolver Administrative Agent]9 a completed administrative questionnaire in this Assignment which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about each Borrower, the Loan Parties and Assumption are hereby agreed to: ASSIGNOR their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. [NAME OF ASSIGNORSignature page follows] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals5 List each Assignor, as a percentage of the Commitment/Loans of all Lenders thereunderappropriate. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A.6 List each Assignee, as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumptionappropriate.

Assigned Interest. 90641609v9 Facility Assigned Assigned1 Aggregate Amount of Commitment [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans] for all Lenders1 Lenders Amount of Commitment Assigned* [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans] Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________[3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans]2 $ $ % ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: [ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. NAME OF ASSIGNOR By: Ferrellgas, Inc., as its general partner :______________________________ 5To be added only Title:]3 ASSIGNEE _________________________________ NAME OF ASSIGNEE By:______________________________ Title: 1 Include “3-Year Revolving Facility” or “5-Year Revolving Facility”, as applicable 2 Set forth, to at least 9 decimals, as a percentage of the [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans] of all Lenders. 3 Assignor’s signature not required if the assignment is being made pursuant to Section 2.18(c) of the Credit Agreement. #90641609v9 [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:] [DELTA AIR LINES, INC.]5 By________________________________ Name: Title: [INSERT NAME ], as Issuing Lender6 By________________________________ Name: Title: 4 No consent of the Administrative Agent shall be required if the Assignee is a Lender or an Affiliate of a Lender. 5 If such consent is required by the terms of under the Credit Agreement. 6To 6 No consent of any Issuing Lender shall be added only required if the consent Assignee is a Lender or an Affiliate of a Lender. #90641609v9 ANNEX 1 Credit Agreement dated as of April 19, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the “Credit Agreement”), among Delta Air Lines, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A. (together with its permitted successors in such capacity), as Administrative Agent. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionSTANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/ Loans Assigned Percentage Assigned of Commitment2 Commitment/ Loans CUSIP Number ____________________3 $_ $ ________________ $_______$ _________ _______________ % ______ $ ________________ $________________ $_______$ _________ _______________ % ______ $ ________________ $________________ $_______$ _________ _______________ % [7. Trade Date: __________________]4 ] Form of Assignment and Assumption Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and] Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:] By: FerrellgasTitle: Form of Assignment and Assumption [Consented to: CONSTELLATION BRANDS, Inc., as its general partner _________________________ 5To INC. By: Name: Title:]1 1 To be added included only if the Borrower’s consent of the Administrative Agent is required by the terms Section 9.04 of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionAssumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by Name:____________________________ Title:_____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ 2 Fill in the counterparties to take into account any payments or prepayments made between appropriate terminology for the Trade Date and types of facilities under the Effective Date. 2Set Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent Agent[, Issuing Bank and Swingline Lender] By: _:________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner Name:______________________________ 5To Title:_______________________________ [Consented to:]5 [NAME OF RELEVANT PARTY] By:________________________________ Name:______________________________ Title:_______________________________ 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 6To 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Swingline Lender, L/C IssuersIssuing Bank) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 to ASSIGNMENT AND ASSUMPTION LANDEC CORPORATION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned1 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans2 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this AssignmentAssignment (e.g. “Revolving Commitment,” “Competitive Loans”). 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is 2 Set forth, to be determined at least 9 decimals, as a percentage of the Trade DateCommitment/Loans of all Lenders. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]3 Accepted: BANK [NAME OF AMERICA, N.A.ADMINISTRATIVE AGENT], as Administrative Agent By: ____________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:]4 [NAME OF BORROWER] By: Ferrellgas, Inc., as its general partner ____________________________________ 5To Title: [NAME OF ANY OTHER RELEVANT PARTY] By____________________________________ Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans3 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: _____________________________ 1Amount to be adjusted by 2Fill in the counterparties to take into account any payments or prepayments made between appropriate terminology for the Trade Date and types of facilities under the Effective Date. 2Set Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption ASSIGNEE [Consented to and]5 Accepted: BANK NAME OF AMERICA, N.A., as Administrative Agent ASSIGNEE] By: _____________________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. Byto and]4 Accepted: Ferrellgas, Inc.[NAME OF ADMINISTRATIVE AGENT], as its general partner Administrative Agent By ____________________________________ 5To Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To 5To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Swingline Lender, L/C IssuersIssuing Bank) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form [______________________]6 6 Describe Credit Agreement at option of Assignment and AssumptionAdministrative Agent. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assignor Assignee Aggregate Amount of Commitment Commitment/ Advances for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/ Advances Assigned Percentage Assigned of Commitment2 ____________________3 Commitment/ Advances CUSIP Number $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 * Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _____________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: [Consented to and]5 and]+ Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner ____________________________ 5To * To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of theTrade Date. + To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To Agreement [Consented to:]1 By: _________________________________ Title: _______________________ 1 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and Accepted: [BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title:]3 Consented to: GENERAL MOTORS COMPANY By: Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _________________________ 5To be added only if the 3 Prior written consent of the Company and the Administrative Agent Agent, is required by unless, (x) in the terms case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement. 6To be added only if Agreement has occurred and is continuing or (ii) the consent Assignee is a Lender to which any two or more of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required following ratings have been issued by the terms relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the Credit Agreementcase of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionSTANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: __________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: ___________________________________ Title: Consented to and Accepted: PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank By: __________________________________ Title: _____________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent Issuing Bank By: __________________________________ Title: [Consented to:]6 FERRELLGASto:]3 WORTHINGTON INDUSTRIES, L.P. INC. By: Ferrellgas, Inc., as its general partner __________________________________ 5To Title: _____________________________ 3 To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans Revolving Credit Loan $ $ % Term Loan [Reimbursement Obligation] $ $ % Effective Date: _____________ ______________% _________________, 20___ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: Consented to and]5 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGASto:] VERMONT PURE HOLDINGS, L.P. By: Ferrellgas, Inc.LTD., as its general partner Borrower By_________________________________ 5To be added only if Title: CRYSTAL ROCK LLC, as Borrower By_________________________________ Title: CRYSTAL ROCK HOLDINGS, INC., as Borrower By_________________________________ Title: ANNEX 1 The Amended and Restated Credit Agreement dated as of April 5, 2010 among Vermont Pure Holdings, Ltd., Crystal Rock LLC and Crystal Rock Holdings, Inc., as borrowers, the consent Lenders parties thereto, and Bank of the America, N.A., as Administrative Agent is required by for itself and the terms of the Credit Agreementother Lenders. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionSTANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. 1 Select as applicable. Facility Assigned Assigned2 Aggregate Amount of Commitment /Loans for all Lenders1 Lenders Amount of Commitment Assigned* /Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ $ % $ $ $ % $ $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :_____________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill Name:___________________________ Title:____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:_____________________________ Name:___________________________ Title:____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this AssignmentAssignment (e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.). 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]3 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, Issuing Bank and Swingline Lender By: :_________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner Name:______________________________ 5To Title:_______________________________ [OTHER ISSUING BANKS], as Issuing Bank By:_________________________________ Name:______________________________ Title:_______________________________ [Consented to:]4 PAPA JOHN’S INTERNATIONAL, INC. By:________________________________ Name:_____________________________ Title:_______________________________ 3 To be added only if the consent of the Administrative Agent Agent, any Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Class of Commitment/Loans Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders of applicable Class Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loan of applicable Class $ $ % $ $ % $ $ % Assignment Date: _____________ ______________% _________________, 20___ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade (the “Assignment Date: __________________]4 Effective Date: __________________, 20__ ”) [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Revolving Borrower, their respective subsidiaries and their respective Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to: PERRIGO FINANCE UNLIMITED COMPANY By: Ferrellgas, Inc., as its general partner ________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line LenderTitle: Consented to: [ ], L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumptionas Swingline Lender By_________________________________ Title: [ ], as Swingline Lender By_________________________________ Title: [ ], as Swingline Lender By_________________________________ Title: [ ], as Issuing Bank By_________________________________ Title: [ ], as Issuing Bank By_________________________________ Title: [ ], as Issuing Bank By_________________________________ Title: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans3 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. NAME OF ASSIGNOR By: Ferrellgas, Inc., as its general partner :______________________________ 5To be added only if Title: ASSIGNEE _________________________________ NAME OF ASSIGNEE By:______________________________ Title: 2 Fill in the consent appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Administrative Agent is required by the terms Commitment/Loans of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumptionall Lenders.

Assigned Interest. 965928.02B-CHISR02A - MSW Facility Assigned Aggregate Amount of Commitment U.S. Commitments for all Lenders1 Lenders Amount of Commitment Assigned* U.S. Commitments Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___U.S. Commitments3 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]4 Accepted: BANK OF AMERICAJPMorgan Chase Bank, N.A., as Administrative Agent By: _________________________________ Title: EXHIBIT A 965928.02B-CHISR02A - MSW Consented to:5 [Consented to:]6 FERRELLGAS, L.P. NAME OF RELEVANT PARTY] By: Ferrellgas, Inc., as its general partner _________________________________ 5To Title: EXHIBIT A 965928.02B-CHISR02A - MSW [USE FOR TRANCHE B AND TRANCHE C ASSIGNMENTS]1 ASSIGNMENT AND ASSUMPTION CESIÓN Y XXXXXXXX This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”)[1]. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as the same may be added only amended, modified, extended or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. Este documento de Cesión y Xxxxxxxx (el “Documento de Cesión y Xxxxxxxx”) es suscrito por [Incluir nombre del Cedente] (el “Cedente”) y [Incluir nombre de Cesionario] (el “Cesionario”) en la Fecha de Efectividad (Effective Date) tal y como este término se describe más adelante. Salvo que en el presente documento se establezca lo contrario los términos en mayúscula tendrán el significado que a los mismos de les atribuye en el Contrato de Crédito que se define a continuación (tal y como el mismo sea modificado, novado extendido o refundido en cada momento, el “Contrato de Crédito”), copia del cual el Cesionario manifiesta xxxxx recibido por parte del Cedente. Los Términos y Condiciones (Standard Terms and Conditions) fijados en el Anexo 1 que se adjunta al presente documento son por la presente incorporados por referencia y se consideran acordados y aceptados formando parte de este Documento de Cesión y Xxxxxxxx, del mismo modo que si se hubieran reproducido íntegramente en el presente documento. For an agreed consideration, the consent Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent is required by as contemplated below, (i) all of the terms Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the Por un precio acordado, el Cedente, por la presente, vende y cede irrevocablemente al Cesionario, y el Cesionario, por la presente, compra y adquiere del Cedente, con sujeción a y de conformidad con los Términos y Condiciones (Standard Terms and Conditions) y con el Contrato de Crédito en la Fecha de Efectividad (Effective Date) introducida por el Agente Administrativo (Administrative Agent) tal y como se dispone a continuación, (i) todos los derechos y obligaciones del Cedente en su condición de Acreditante (Lender) bajo el ___________________ 1 Please note that any Assignee under Tranche B or Tranche C will need to obtain a Spanish Tax ID number, if it does not already have one. The Administrative Agent’s U.S. counsel can assist in obtaining such numbers. 1 Select as applicable. EXHIBIT A 965928.02B-CHISR02A - MSW extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. 6To be added only if , any other documents or instruments delivered pursuant thereto or the consent loan transactions governed thereby or in any way based on or related to any of the Borrower and/or foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other parties claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (e.g. Swing Line Lenderi) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. Contrato de Crédito y bajo cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo en la medida en que estén relacionados con los importes y porcentajes de participación que se identifican más abajo relativos a todos aquellos derechos y obligaciones del Cedente pendientes bajo las correspondientes financiaciones identificadas a continuación (incluyendo cualesquiera cartas de crédito (letters of credit), garantías o avales (guarantees) y préstamos ‘swingline’ (swingline loans) que estén incluidas en dichas financiaciones) y (ii) en la medida que esté permitido ceder bajo el correspondiente derecho aplicable, cualesquiera reclamaciones (claims), demandas (suits), acciones (causes of action) así como cualesquiera otros derechos del Cedente (en su condición de Acreditante) contra cualquier Persona, ya sea conocida o no, que xxxxxx o se encuentren relacionados con el Contrato de Crédito, cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo o las operaciones crediticias (loan transations) reguladas bajo el mismo o de alguna manera basadas en o relacionadas sin limitación con cualesquiera de los siguientes, reclamaciones contractuales (contract claims), reclamaciones extracontractuales (tort claims), reclamaciones penales (malpractise claims), reclamaciones legales (statutory claims) y cualesquiera otros tipos de reclamaciones por ley o equidad que estén relacionadas con los derechos y obligaciones vendidos y cedidos de conformidad con las cláusulas (i) y (ii) anteriores serán conjuntamente referidas como la “Participación Cedida”). Dicha venta y cesión se hace sin recurso frente al Cedente, y salvo que expresamente se establezca en este Documento e Cesión y Xxxxxxxx, sin manifestaciones ni garantía por el Cedente.

Assigned Interest. Facility Assigned Assigned3 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME ASSIGNEE[NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by 3 Fill in the counterparties to take into account any payments or prepayments made between appropriate terminology for the Trade Date and types of facilities under the Effective Date. 2Set Loan Agreement that are being assigned under this Assignment (e.g., “Term Loan Commitment,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: :_________________________________ Name: Title: [Consented to:]6 FERRELLGAS, L.P. BRIXMOR OPERATING PARTNERSHIP LP By: FerrellgasBrixmor OP GP LLC, Inc., as its general partner By:________________________________ 5To Name: Title: ________________________ 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Tranche Assigned Aggregate Amount of Commitment Commitment/L/C Obligations for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/ L/C Obligations Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/ L/C Obligations $ $ % $ $ % $ $ % Exhibit A - 1 Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :_________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:_________________________________ Name: Title: Consented to and]5 and Accepted: NATIONAL AUSTRALIA BANK OF AMERICA, N.A.LIMITED, as Administrative Agent By: _________________________________ Name: Title: [Consented to:]6 FERRELLGASto: NATIONAL AUSTRALIA BANK LIMITED, L.P. as Several L/C Issuing Bank By: Ferrellgas, Inc., as its general partner _________________________________ 5To Name: Title: [Consented to:1 ENSTAR GROUP LIMITED By: ________________________________ Name: Title:] 1 To be added only if the consent of the Administrative Agent Parent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned1 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans2 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 AcceptedNAME OF ASSIGNOR By:______________________________ Name: BANK Title: ASSIGNEE _________________________________ NAME OF AMERICA, N.A., as Administrative Agent ASSIGNEE By:______________________________ Name: Title: _________________________________ Title: 1Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Term Commitment,” “Tranche B Term Commitment”). 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 509265-1594-11436-13799415 [Consented to:]6 FERRELLGASto and] To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. Accepted: JPMORGAN CHASE BANK, L.P. By: Ferrellgas, Inc.N.A., as its general partner Administrative Agent By_________________________________ 5To Name: Title: [Consented to:] To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required by the terms of the Credit Agreement. WORLD WRESTLING ENTERTAINMENT, INC. By________________________________ Name: Title: [NAME OF ANY OTHER RELEVANT PARTY] By________________________________ Name: Title: _______________________________ 3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To 4To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Swingline Lender, L/C IssuersIssuing Lender) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form 509265-1594-11436-13799415 ANNEX 1 Reference is made to that certain Amended and Restated Credit Agreement, dated as of Assignment April 30, 2013, among WORLD WRESTLING ENTERTAINMENT, INC., as Borrower, the Subsidiary Guarantors from time to time parties thereto, the Lenders from time to time parties thereto, and AssumptionJPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other agents parties thereto. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans $ $ % ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [NAME OF ASSIGNOR By:______________________________ Title: ASSIGNEE _________________________________ NAME OF ASSIGNEE By:______________________________ Title: Consented to and]5 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:] GRIFFON CORPORATION By: Ferrellgas, Inc., as its general partner ________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line LenderTitle: Consented to: JPMORGAN CHASE BANK, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionN.A. as Issuing Lender By________________________________ Title:

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: [Consented to and]5 and] Accepted: BANK [NAME OF AMERICA, N.A.ADMINISTRATIVE AGENT], as Administrative Agent By: :_________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:] [NAME OF RELEVANT PARTY] By: Ferrellgas, Inc., as its general partner :________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionTitle: ANNEX 1 [__________________] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % 1 Select as applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 416 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]5 and]3 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]6 FERRELLGAS, L.P. to:]4 PK SALE LLC By: Ferrellgas, Inc., as its general partner ________________________________ 5To Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. ­­­­­­­­­­­­­­­­­­­­­­­­ Facility Assigned Aggregate Amount of Commitment Revolving Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Revolving Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Revolving Commitment/Loans ​ $ $ % ​ $ $ % ​ $ $ % ​ ​ Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ​ The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. ​ The terms set forth in this Assignment and Assumption are hereby agreed to: ​ ASSIGNOR ​ [NAME OF ASSIGNOR] ​ ​ By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Name:____________________________ Title:_____________________________ ​ ​ ASSIGNEE ​ [NAME OF ASSIGNEE] ​ ​ By:______________________________ Name:___________________________ Title:_____________________________ ​ ​ ​ Consented to and]5 and Accepted: BANK OF AMERICA​ JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, Issuing Bank and Swingline Lender ​ ​ By: :_________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner Name:______________________________ 5To be added only Title:_______________________________ ​ ​ [if the consent of the Administrative Agent is required by the terms of the Credit Agreement- Consented to:] ​ SAGA COMMUNICATIONS, INC. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender​ ​ By:________________________________ Name:_____________________________ Title:_______________________________ ​ ​ ​ ANNEX 1 to ASSIGNMENT AND ASSUMPTION ​ SAGA COMMUNICATIONS, L/C Issuers) is required by the terms of the Credit AgreementINC. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption​ ​ STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION ​

Assigned Interest. Facility Assigned Assigned1 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans2 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20_201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: 509265-0507-14367-Active.16359742.5 ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this AssignmentAssignment (e.g. “Term Commitment”). 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is 2 Set forth, to be determined at least 9 decimals, as a percentage of the Trade DateCommitment/Loans of all Lenders. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption 509265-0507-14367-Active.16359742.5 [Consented to and]5 and]3 Accepted: BANK OF AMERICA[JPMORGAN CHASE BANK, N.A.], as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:]4 [COTY INC.] By: Ferrellgas, Inc., as its general partner ________________________________ 5To Title: [NAME OF ANY OTHER RELEVANT PARTY]5 By________________________________ Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To 4 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form 5 To be added only if the consent of Assignment another party is required by the terms of the Credit Agreement. 509265-0507-14367-Active.16359742.5 ANNEX 1 The Credit Agreement dated as of September 29, 2014 among COTY INC., the Lenders parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and Assumptionthe other agents parties thereto. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as appropriate. 2 Include bracketed language if there are either multiple Assignors or multiple Assignees. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: _________________ __, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and Accepted: BANK OF AMERICACITIBANK, N.A., as AS Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:]3 [Issuing Bank] By: FerrellgasName: Title: [Consented to:]4 SAILPOINT TECHNOLOGIES, Inc., as its general partner _________________________ 5To be added only INC. By: Name: Title: 3 Include any if the consent of the Administrative Agent is required by the terms of the Credit Agreementpursuant to Section 9.04(b). 6To be added only 4 Include any if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreementpursuant to Section 9.04(b). 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionXXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Amount of Notes Assigned Date of Issuance of Notes Assigned Aggregate Amount of Commitment Notes for all Lenders1 Amount of Commitment Assigned* Holders Percentage Assigned of Commitment2 ____________________3 $________________ $___Notes $ $ % $ $ % $ $ % Effective Date: _____________ ______________% _________________, 20___ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 (the “Effective Date: __________________, 20__ ”) [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and construed in accordance with, the law of the State of New York. (Signature Page Follows) The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _:________________________________ Title: ASSIGNEE [Consented to:]6 FERRELLGAS, L.P. NAME OF ASSIGNEE] By: Ferrellgas, Inc., as its general partner :________________________________ 5To Title: Accepted: U.S. BANK NATIONAL ASSOCIATION, as Agent By________________________________ Name: Title: [Consented to:]4 BELLATRIX EXPLORATION LTD. By________________________________ Name: Title: 4 To be added only if the consent of the Administrative Agent Issuer is required by the terms of the Credit Note Purchase Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionSTANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ $ % $ $ $ % $ $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____:_____________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner Name:___________________________ 5To Title:____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:_____________________________ Name:___________________________ Title:____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.). [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [OTHER ISSUING BANKS], as Issuing Bank By: Name: Title: [Consented to:]4 PAPA JOHN’S INTERNATIONAL, INC. By: Name: Title: 3 To be added only if the consent of the Administrative Agent Agent, any Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Commitment/Loans3 $ $ $ $ $ $ Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :_________________________ Name:_______________________ Title: :________________________ ASSIGNEE [NAME OF ASSIGNEE] By:_________________________ Name:_______________________ Title:________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” etc.) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]4 Accepted: Title[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent[, Issuing Bank and Swingline Lender] By: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name:_______________________ Title:________________________ [Consented to:]5 [NAME OF RELEVANT PARTY] By:_________________________ Name:_______________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner _:________________________ 5To 4To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 6To 5To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Swingline Lender, L/C IssuersIssuing Bank) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form ANNEX 1 to ASSIGNMENT AND ASSUMPTION Credit Agreement dated as of Assignment August 14, 2020 among USA Technologies, Inc., a Pennsylvania corporation, the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and Assumptioneach lender from time to time party thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Guarantor and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :_________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set Title: ASSIGNEE [NAME OF ASSIGNEE] By:_________________________________ Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderthererunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]3 Accepted: BANK OF AMERICAJPMorgan Chase Bank, N.A.National Association, as Administrative Agent By: By __________________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner to:]4 Old Republic Capital Corporation By _________________________________________ 5To Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Assigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,”). Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption NAME OF ASSIGNOR By:______________________________ Title: ASSIGNEE _________________________________ NAME OF ASSIGNEE By:______________________________ Title: [Consented to and]5 and] Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:] BRUNSWICK CORPORATION By: Ferrellgas, Inc., as its general partner ________________________________ 5To be added only if Title: [NAME OF ANY OTHER RELEVANT PARTY] By________________________________ Title: ANNEX 1 Amended and Restated Credit Agreement dated as of March 21, 2011, as amended and restated as of June [ ], 2014, among Brunswick Corporation, the consent of Subsidiary Borrowers parties thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent is required by Agent, and the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other agents parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumptionthereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 Commitment/Loans Senior First Lien Loan $_91,348,576.00 $45,674,288.00 50.00% Effective Date: June 27, 2016 The Assignee agrees to deliver to Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about Borrower, the Guarantor, and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR VARIAN MEDICAL SYSTEMS INTERNATIONAL AG By:_/s/ Xxxx X. Kuo_______________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: Director Confidential ASSIGNEE [NAME OF ASSIGNEE] By: DEUTSCHE BANK AG, LONDON BRANCH By:_/s/Xxxxxxx Xxxxx _ Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________Vice President By:_/s/ Tristyn Tran________________ Title: [Authorized Signatory Consented to:]6 FERRELLGASto and Accepted: JPMORGAN CHASE BANK, L.P. By: Ferrellgas, Inc.N.A., as its general partner ___________Administrative Agent By_/s/ Xxxx Xxxxxxx, Asc.______________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionTitle: Authorized Signatory ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans3 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set NAME OF ASSIGNOR By:______________________________ Title: ASSIGNEE 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption _________________________________ NAME OF ASSIGNEE By:______________________________ Title: [Consented to and]5 and]4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:]5 TD AMERITRADE HOLDING CORPORATION By: Ferrellgas, Inc., as its general partner ________________________________ 5To Title: [NAME OF ANY OTHER RELEVANT PARTY] By________________________________ Title: 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To 5To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Swingline Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment for Commitment/Loans of all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitments/Loans2 CUSIP Term Loan Commitment $ $ % ____________________ $________________ $________________ ______________Incremental Revolving Loan Commitment $ $ % ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ____ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner ___________________________ 5To Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: CITADEL SECURITIES TRADING LLC, as Agent By: ________________________ Name: Title: [Consented to:]3 ALLEGIANT TRAVEL COMPANY By: ________________________ Name: Title: 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantor, and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: [Consented to and]5 and] Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to:] [NAME OF RELEVANT PARTY] By: Ferrellgas, Inc., as its general partner ________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionTitle: C- HOU:0007002/04503:1584378v4 ANNEX 1 [__________________] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Revolving Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Revolving Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Revolving Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]5 and]3 Accepted: BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. to: [NAME OF RELEVANT PARTY] By: Ferrellgas, Inc., as its general partner ________________________________ 5To Title:]4 [Consented to: [THE XXXXXX COMPANIES, INC., as Borrower By________________________________ Title:] [COOPERVISION INTERNATIONAL LIMITED, as Borrower By________________________________ Title:]]5 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption.

Assigned Interest. Facility Class of Commitment/Loans Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $___Commitment/Loan $ $ % $ $ % $ $ % Assignment Date: _____________ ______________% _________________, 20___ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade (the “Assignment Date: __________________]4 Effective Date: __________________, 20__ ”) [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: :______________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: Consented to and]5 and Accepted: HSBC BANK OF AMERICAUSA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. Consented1 to: PERRIGO FINANCE UNLIMITED COMPANY By: Ferrellgas, Inc., as its general partner ________________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit AgreementTitle: Consented to: [ ], as Swingline Lender By_________________________________ Title: [ ], as Issuing Bank By_________________________________ Title: ______________________ 1 If required. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and AssumptionANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment Commitment/Loans for all Lenders1 Lenders Amount of Commitment Assigned* Commitment/Loans Assigned Percentage Assigned of Commitment2 ____________________3 $________________ $________________ ______________Commitment/Loans2 $ $ % ____________________ $________________ $________________ ______________$ $ % ____________________ $________________ $________________ ______________$ $ % [7. Trade Date: __________________]4 Effective Date: ______________________ , 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and Applicable Laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: __________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption Title: ASSIGNEE [NAME OF ASSIGNEE] By: __________________________ Title: [Consented to and]5 and]3 Accepted: BANK [NAME OF AMERICA, N.A.ADMINISTRATIVE AGENT], as Administrative Agent By: _________________________________ Title: [Consented to:]6 FERRELLGAS, L.P. By: Ferrellgas, Inc., as its general partner __________________________ 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of Assignment and Assumption[Consented to:]4 [NAME OF RELEVANT PARTY] By: _________________________ Title: [____________________]5 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION