**Exhibit 10.19**

 

**ASSIGNMENTAND AMENDMENT AGREEMENT**

 

***THIS ASSIGNMENT AND AMENDMENT AGREEMENT*** (this ***“AssignmentAgreement”***) 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***”).

 

***PRELIMINARYSTATEMENTS***

 

A.            This Assignment Agreement is beingexecuted and delivered in accordance with Section 12.1(b) of thatcertain 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 asa Co-Agent, JPMorgan Chase Bank, N.A., as a Co-Agent and as Agent, and theFinancial Institutions party thereto (as amended, modified or restated fromtime to time, the ***“Purchase Agreement”***).  Capitalized terms used and not otherwisedefined herein are used with the meanings set forth or incorporated byreference in the Purchase Agreement.

 

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

 

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

 

**AGREEMENT**

 

*Theparties hereto hereby agree as follows:*

 

1.             Thesale, transfer and assignment effected by this Assignment Agreement shallbecome effective on May 20, 2009 (the ***“Effective Date”***).  From and after the Effective Date, Assigneeshall be a Purchaser party to the Purchase Agreement for all purposes thereofas if Assignee were an original party thereto and Assignee will be bound by allof the terms and provisions contained therein,.

 

2.             Ator before 12:00 noon (Chicago time) on the Effective Date, Assignee shall payto Assignor, in immediately available funds, an amount equal to the sum of (i) $                                  (such amount, being hereinafter referred to as the ***“Assignee’sCapital”***); and (ii) any other costs and expenses agreedbetween Assignor and Assignee (the ***“Assignee’s AcquisitionCost”***); whereupon, Assignor shall be deemed to have sold,transferred and assigned to Assignee, without recourse, representation orwarranty (except as provided in paragraph 6 below), and Assignee shall bedeemed to have hereby irrevocably taken, received and assumed from Assignor,all of Assignor’s Purchaser Interests and all related rights and obligationsunder the Purchase Agreement and the Transaction Documents.

 

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

 

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

 

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

 

(c)           All references to “*Conduit*”  in Sections10.3, 14.5(b)(iii) and 14.6 of the Purchase Agreement and in the definitionsof “*Accounting Based Consolidation Event*,” *“Affected Entity,” “Funding Agreement”*and*“Funding Source”* found in Exhibit I to the PurchaseAgreement shall be deemed to include both the Trust and Jupiter and not Falcon.

 

4.             Concurrentlywith the execution and delivery hereof, Assignor shall provide to Assigneecopies of all documents requested by Assignee which were delivered to Assignorpursuant to the Purchase Agreement.

 

5.             Eachof Assignor and Assignee to this Assignment Agreement agrees that at any timeand from time to time upon the written request of any other party, it shallexecute and deliver such further documents and do such further acts and thingsas such other party may reasonably request in order to effect the purposes ofthis Assignment Agreement.

 

6.             Byexecuting and delivering this Assignment Agreement, Assignor and Assigneeconfirm to and agree with each other, the JS Group Agent and the FinancialInstitutions as follows:  (a) otherthan the representation and warranty that it has not created any Adverse Claimupon any interest being transferred hereunder, Assignor makes no representationor warranty and assumes no responsibility with respect to any statements,warranties or representations made by any other Person in or in connection withthe Purchase Agreement or the Transaction Documents or the execution, legality,validity, enforceability, genuineness, sufficiency or value of the PurchaseAgreement or any other instrument or document furnished pursuant thereto or theperfection, priority, condition, value or sufficiency of any collateral; (b) Assignormakes no representation or warranty and assumes no responsibility with respectto the financial condition of the Seller, any Obligor or any Affiliate of theSeller or the performance or observance by the Seller, any Obligor or anyAffiliate of the Seller of any of their respective obligations under theReceivables or the Transaction Documents or any other instrument or documentfurnished pursuant thereto or in connection therewith; (c) Assigneeconfirms that it has received a copy of the Purchase Agreement and copies ofsuch other Transaction Documents, and other documents and information as it hasrequested and deemed appropriate to make its own credit analysis and decisionto enter into this Assignment Agreement; (d) Assignee shall, independentlyand without reliance upon any Agent, any other Purchaser or any Seller Partyand 

 

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

 

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

 

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

 

9.             Assigneehereby covenants and agrees that, prior to the date which is one year and oneday after the payment in full of all senior indebtedness for borrowed money ofJupiter, it shall not institute against, or join any other Person ininstituting against, Jupiter any bankruptcy, reorganization, arrangement,insolvency or liquidation proceedings or other similar proceeding under thelaws 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 AssignmentAgreement to be executed by their respective duly authorized officers of thedate 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 |

 

***Acknowledgedand 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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