CERTIFICATE EVIDENCING SUBORDINATED UNITS
REPRESENTING LIMITED PARTNER INTERESTS
FERRELLGAS PARTNERS, L.P.
No. Subordinated Units
FERRELLGAS, INC., a Delaware corporation, as the General Partner of
FERRELLGAS PARTNERS, L.P., a Delaware limited partnership (the "Partnership"),
hereby certifies that (the "Holder") is the
registered owner of Subordinated Units representing limited partner
interests in the Partnership (the "Subordinated Units") transferable on the
books of the Partnership, in person or by duly authorized attorney, upon
surrender of this Certificate properly endorsed and accompanied by a properly
executed application for transfer of the Subordinated Units represented by this
Certificate. The rights, preferences and limitations of the Subordinated Units
are set forth in, and this Certificate and the Subordinated Units represented
hereby are issued and shall in all respects be subject to the terms and
provisions of, the Amended and Restated Agreement of Limited Partnership of
FERRELLGAS PARTNERS, L.P., as amended by Amendment No. 1 thereto and as further
amended, supplemented or restated from time to time (the "Partnership
Agreement"). Copies of the Partnership Agreement are on file at, and will be
furnished without charge on delivery of written request to the Partnership at,
the principal office of the Partnership located at One Liberty Plaza, Liberty,
Missouri 64068. Capitalized terms used herein but not defined shall have the
meaning given them in the Partnership Agreement.
The Holder, by accepting this Certificate, is deemed to have (i)
requested admission as, and agreed to become, a Limited Partner and to have
agreed to comply with and be bound by and to have executed the Partnership
Agreement, (ii) represented and warranted that the Holder has all right, power
and authority and, if an individual, the capacity necessary to enter into the
Partnership Agreement, (iii) granted the powers of attorney provided for in the
Partnership Agreement and (iv) made the waivers and given the consents and
approvals contained in the Partnership Agreement.
This Certificate shall not be valid for any purpose unless it has been
countersigned and registered by the Transfer Agent and Registrar.
Dated:_____________
FERRELLGAS, INC.,
as General Partner
Countersigned and Registered by: By:___________________________
President
________________________________ By:___________________________
as Transfer Agent and Registrar Secretary
By:____________________________
Authorized Signature
[REVERSE OF CERTIFICATE]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as follows according to applicable laws
or regulations:
TEN COM- as tenants in common UNIF GIFT MIN ACT-
TEN ENT- as tenants by the entireties . . . . . . . Custodian. . . . . .
JT TEN- as joint tenants with right of (Cust) (Minor)
survivorship and not as under Uniform Gifts to Minors
tenants in common Act . . . . . . . . . . . . . . .
State
Additional abbreviations, though not in the above list, may also be used.
ASSIGNMENT OF SUBORDINATED UNITS
in
FERRELLGAS PARTNERS, L.P.
IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
DUE TO TAX SHELTER STATUS OF FERRELLGAS PARTNERS, L.P.
You have acquired an interest in Ferrellgas Partners, L.P., One
Liberty Plaza, Liberty, Missouri 64068, whose taxpayer identification number is
43-1698480. The Internal Revenue Service has issued Ferrellgas Partners, L.P.
the following tax shelter registration number: 94201000010
YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE
SERVICE IF YOU CLAIM ANY DEDUCTION, LOSS, CREDIT, OR OTHER TAX BENEFIT OR REPORT
ANY INCOME BY REASON OF YOUR INVESTMENT IN FERRELLGAS PARTNERS, L.P.
You must report the registration number as well as the name and
taxpayer identification number of Ferrellgas Partners, L.P. on Form 8271. FORM
8271 MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS,
CREDIT, OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT
IN FERRELLGAS PARTNERS, L.P.
If you transfer your interest in Ferrellgas Partners, L.P. to another
person, you are required by the Internal Revenue Service to keep a list
containing (a) that person's name, address and taxpayer identification number,
(b) the date on which you transferred the interest and (c) the name, address and
tax shelter registration number of Ferrellgas Partners, L.P. If you do not want
to keep such a list, you must (1) send the information specified above to the
Partnership, which will keep the list for this tax shelter, and (2) give a copy
of this notice to the person to whom you transfer your interest. Your failure
to comply with any of the above-described responsibilities could result in the
imposition of a penalty under Section 6707(b) or 6708(a) of the Internal Revenue
Code of 1986, as amended, unless such failure is shown to be due to reasonable
cause.
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ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS
INVESTMENT OR THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED
BY THE INTERNAL REVENUE SERVICE.
FOR VALUE RECEIVED, ____________________ hereby assigns, conveys,
sells and transfers unto _______________________________________________________
___________________________________ ________________________________________
(Please print or typewrite name (Please insert Social Security or other
and address of Assignee) identifying number of Assignee)
_____________________________ Subordinated Units representing limited partner
interests evidenced by this Certificate, subject to the Partnership Agreement,
and does hereby irrevocably constitute and appoint __________________ as its
attorney-in-fact with full power of substitution to transfer the same on the
books of Ferrellgas Partners, L.P.
Date:__________________ NOTE: The signature to any endorsement hereon
must correspond with the name as written
upon the face of this Certificate in every
particular, without alteration, enlargement
or change.
SIGNATURE(S) MUST BE GUARANTEED
BY A MEMBER FIRM OF THE NATIONAL __________________________________
ASSOCIATION OF SECURITIES DEALERS, (Signature)
INC. OR BY A COMMERCIAL BANK OR
TRUST COMPANY __________________________________
(Signature)
SIGNATURE(S) GUARANTEED
No transfer of the Subordinated Units evidenced hereby will be
registered on the books of the Partnership, unless the Certificate evidencing
the Subordinated Units to be transferred is surrendered for registration or
transfer and an Application for Transfer of Subordinated Units has been executed
by a transferee either (a) on the form set forth below or (b) on a separate
application that the Partnership will furnish on request without charge. A
transferor of the Subordinated Units shall have no duty to the transferee with
respect to execution of the transfer application in order for such transferee to
obtain registration of the transfer of the Subordinated Units.
_____________________________________________________
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APPLICATION FOR TRANSFER OF SUBORDINATED UNITS
The undersigned ("Assignee") hereby applies for transfer to the name
of the Assignee of the Subordinated Units evidenced hereby.
The Assignee (a) requests admission as a Substituted Limited Partner
and agrees to comply with and be bound by, and hereby executes, the Amended and
Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. (the
"Partnership"), as amended by Amendment No. 1 thereto and as further amended,
supplemented or restated to the date hereof (the "Partnership Agreement"), (b)
represents and warrants that the Assignee has all right, power and authority
and, if an individual, the capacity necessary to enter into the Partnership
Agreement, (c) appoints the General Partner and, if a Liquidator shall be
appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact
to execute, swear to, acknowledge and file any document, including, without
limitation, the Partnership Agreement and any amendment thereto and the
Certificate of Limited Partnership of the Partnership and any amendment thereto,
necessary or appropriate for the Assignee's admission as a Substituted Limited
Partner and as a party to the Partnership Agreement, (d) grants the powers of
attorney provided for in the Partnership Agreement and (e) makes the waivers and
gives the consents and approvals contained in the Partnership Agreement.
Capitalized terms not defined
herein have the meanings assigned to such terms in the Partnership Agreement.
Date:_______________________________ ____________________________________
Signature of Assignee
____________________________________ ____________________________________
Social Security or other identifying Name and Address of Assignee
number of Assignee
____________________________________
Purchase Price
including commissions, if any
Type of Entity (check one):
______________ Individual ______________ Partnership ______________ Corporation
______________ Trust ______________ Other (specify) ______________
Nationality (check one):
______________ U.S. Citizen, Resident or Domestic Entity
______________ Foreign Corporation, or _________ Non-resident alien
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If the U.S. Citizen, Resident or Domestic Entity box is checked, the
following certification must be completed.
Under Section 1445(e) of the Internal Revenue Code of 1986, as amended
(the "Code"), the Partnership must withhold tax with respect to certain
transfers of property if a holder of an interest in the Partnership is a foreign
person. To inform the Partnership that no withholding is required with respect
to the undersigned interest holder's interest in it, the undersigned hereby
certifies the following (or, if applicable, certifies the following on behalf of
the interest holder).
Complete Either A or B:
I. Individual Interest Holder
A. I am not a non-resident alien for purposes of U.S. income
taxation.
B. My U.S. taxpayer identifying number (Social Security Number) is
__________________________________________________________.
C. My home address is
__________________________________________________________.
II. Partnership, Corporate or Other Interest-Holder
A. __________________________________________________________.
(Name of Interest-Holder)
is not a foreign corporation, foreign partnership, foreign
trust or foreign trust (as those terms are defined in the
Code and Treasury Regulations).
B. The interest-holder's U.S. employer identification number is
__________________________________________________________.
C. The interest-holder's office address and place of incorporation
(if applicable) is
__________________________________________________________.
The interest-holder agrees to notify the Partnership within 60 days of
the date the interest-holder becomes a foreign person.
The interest-holder understands that this certificate may be disclosed
to the Internal Revenue Service by the Partnership and that any false statements
contained herein could be punishable by fine, imprisonment or both.
Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete and, if applicable, I further declare that I have authority to sign
this document on behalf of
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________________________________________________________________________________
(Name of Interest-Holder)
________________________________________________________________________________
Signature and Date
________________________________________________________________________________
Title (if applicable)
Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is
holding for the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or, in the case of any other nominee holder, a person performing a similar
function. If the Assignee is a broker, dealer, bank trust company, clearing
corporation, other nominee owner or an agent of any of the foregoing, the above
certification as to any person for whom the Assignee will hold the Subordinated
Units shall be made to the best of the Assignee's knowledge.
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