Exhibit 10.19


 


ASSIGNMENT AND AMENDMENT AGREEMENT


 


THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this “Assignment Agreement”)
is entered into as of the 20th day of May, 2009, by and between
Falcon Asset Securitization Company LLC (“Assignor”), and JS Siloed Trust (“Assignee”  or the “Trust”).


 


PRELIMINARY STATEMENTS


 


A.                                   This Assignment
Agreement is being executed and delivered in accordance with Section 12.1(b) of
that certain Third Amended and Restated Receivables Purchase Agreement dated as
of April 15, 2009 by and among Ferrellgas Receivables, LLC, Ferrellgas,
L.P., as Servicer, Falcon Asset Securitization Company LLC, Fifth Third Bank,
individually and as a Co-Agent, JPMorgan Chase Bank, N.A., as a Co-Agent and as
Agent, and the Financial Institutions party thereto (as amended, modified or
restated from time to time, the “Purchase Agreement”). 
Capitalized terms used and not otherwise defined herein are used with
the meanings set forth or incorporated by reference in the Purchase Agreement.


 


B.                                     Assignor is a
Conduit party to the Purchase Agreement, and Assignee wishes to become a
Conduit thereunder; and


 


C.                                     Assignor is
selling and assigning to Assignee all of Assignor’s rights and obligations
under the Purchase Agreement and the Transaction Documents, including, without
limitation, the Capital of Assignor’s Purchaser Interests as set forth herein.


 


AGREEMENT


 


The parties hereto hereby agree as follows:


 


1.                                       The sale,
transfer and assignment effected by this Assignment Agreement shall become
effective on May 20, 2009 (the “Effective Date”).  From and after the Effective Date, Assignee
shall be a Purchaser party to the Purchase Agreement for all purposes thereof
as if Assignee were an original party thereto and Assignee will be bound by all
of the terms and provisions contained therein,.


 


2.                                       At or before
12:00 noon (Chicago time) on the Effective Date, Assignee shall pay to
Assignor, in immediately available funds, an amount equal to the sum of (i) 
$                                  
(such amount, being hereinafter referred to as the “Assignee’s Capital”);
and (ii) any other costs and expenses agreed between Assignor and Assignee
(the “Assignee’s
Acquisition Cost”); whereupon, Assignor shall be deemed to have
sold, transferred and assigned to Assignee, without recourse, representation or
warranty (except as provided in paragraph 6 below), and Assignee shall be
deemed to have hereby irrevocably taken, received and assumed from Assignor,
all of Assignor’s Purchaser Interests and all related rights and obligations
under the Purchase Agreement and the Transaction Documents.


 


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3.                                       From and after
the Effective Date, for so long as the Trust remains a party to the Purchase
Agreement, the Purchase Agreement is amended as follows:


 


(a)                                  All references
in the Purchase Agreement to “Falcon Asset
Securitization Company LLC,” “Falcon”,
the “Falcon Group” and the “Falcon Group Agent” shall be deemed to be
references to “JS Siloed Trust,” the “Trust,” the  “JS Group”
and “JS Group Agent,” respectively.


 


(b)                                 All references
in the Purchase Agreement to “Commercial
Paper” shall be deemed to be references to commercial paper notes
issued by Jupiter Securitization Company LLC (“Jupiter”), and all references
to any “Conduit” in the
definitions of “CP Costs” and “Pooled Commercial Paper” found in Exhibit I
to the Purchase Agreement shall be deemed to be references solely to Jupiter.


 


(c)                                  All references
to “Conduit”  in Sections 10.3, 14.5(b)(iii) and 14.6
of the Purchase Agreement and in the definitions of “Accounting Based Consolidation Event,” “Affected Entity,” “Funding Agreement” and “Funding Source” found in Exhibit I
to the Purchase Agreement shall be deemed to include both the Trust and Jupiter
and not Falcon.


 


4.                                       Concurrently
with the execution and delivery hereof, Assignor shall provide to Assignee
copies of all documents requested by Assignee which were delivered to Assignor
pursuant to the Purchase Agreement.


 


5.                                       Each of
Assignor and Assignee to this Assignment Agreement agrees that at any time and
from time to time upon the written request of any other party, it shall execute
and deliver such further documents and do such further acts and things as such
other party may reasonably request in order to effect the purposes of this
Assignment Agreement.


 


6.                                       By executing
and delivering this Assignment Agreement, Assignor and Assignee confirm to and
agree with each other, the JS Group Agent and the Financial Institutions as
follows:  (a) other than the
representation and warranty that it has not created any Adverse Claim upon any
interest being transferred hereunder, Assignor makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made by any other Person in or in connection with
the Purchase Agreement or the Transaction Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Purchase
Agreement or any other instrument or document furnished pursuant thereto or the
perfection, priority, condition, value or sufficiency of any collateral; (b) Assignor
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Seller, any Obligor or any Affiliate of the
Seller or the performance or observance by the Seller, any Obligor or any
Affiliate of the Seller of any of their respective obligations under the
Receivables or the Transaction Documents or any other instrument or document
furnished pursuant thereto or in connection therewith; (c) Assignee
confirms that it has received a copy of the Purchase Agreement and copies of
such other Transaction Documents, and other documents and information as it has
requested and deemed appropriate to make its own credit analysis and decision
to enter into this Assignment Agreement; (d) Assignee shall, independently
and without reliance upon any Agent, any other Purchaser or any Seller Party
and 


 


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based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Purchase Agreement
and the Transaction Documents; (e) Assignee appoints and authorizes the
Agent and the JS Group Agent to take such action as agent on its behalf and to
exercise such powers under the Transaction Documents as are delegated to the
Agent and the JS Group Agent, respectively, by the terms thereof, together with
such powers as are reasonably incidental thereto; and (f) Assignee agrees
that it shall perform in accordance with their terms all of the obligations
which, by the terms of the Purchase Agreement and the other Transaction
Documents, are required to be performed by it as a Purchaser.


 


7.                                       Each of
Assignor and Assignee represents and warrants to and agrees with the Falcon
Group Agent that it is aware of and shall comply with the provisions of the
Purchase Agreement, including, without limitation, Sections 14.5 and 14.6
thereof.


 


8.                                       THIS ASSIGNMENT
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


9.                                       Assignee hereby
covenants and agrees that, prior to the date which is one year and one day
after the payment in full of all senior indebtedness for borrowed money of
Jupiter, it shall not institute against, or join any other Person in
instituting against, Jupiter any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other similar proceeding under the
laws of the United States or any state of the United States.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Assignment Agreement to be executed by their respective
duly authorized officers of the date hereof.


 


	
   

  	
  FALCON ASSET SECURITIZATION
  COMPANY LLC,

  
	
   

  	
  AS
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
  BY: JPMORGAN CHASE BANK,
  N.A., AS ATTORNEY-IN-FACT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura Chittick

  
	
   

  	
  Name:

  	
  Laura Chittick

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JS SILOED TRUST, AS ASSIGNEE

  
	
   

  	
   

  
	
   

  	
  BY: JPMORGAN CHASE BANK,
  N.A., AS ADMINISTRATIVE TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura Chittick

  
	
   

  	
  Name:

  	
  Laura Chittick

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


Acknowledged and agreed as of the date first above written:


 


FERRELLGAS RECEIVABLES, LLC


 


 


	
  By:

  	
  /s/ J. Ryan VanWinkle

  	
   

  
	
  Name:

  	
  J. Ryan VanWinkle

  	
   

  
	
  Title:

  	
  Senior Vice President and
  Chief Financial Officer

  	
   

  



 


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JUPITER SECURITIZATION
COMPANY, LLC


 


BY:  JPMORGAN CHASE BANK, N.A., AS
ATTORNEY-IN-FACT


 


 


	
  By:

  	
  /s/ Laura Chittick

  	
   

  
	
  Name:

  	
  Laura Chittick

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


 


JPMORGAN CHASE BANK, N.A.,


Individually
as a Financial Institution, as a Co-Agent and as Agent


 


 


	
  By:

  	
  /s/ Laura Chittick

  	
   

  
	
  Name:

  	
  Laura Chittick

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


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