**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 betweenFalcon Asset Securitization Company LLC (***“Assignor”***), and JS Siloed Trust (***“Assignee”***or the “***Trust***”).

 

***PRELIMINARY STATEMENTS***

 

A.                                   This AssignmentAgreement is being executed and delivered in accordance with Section 12.1(b) ofthat certain Third Amended and Restated Receivables Purchase Agreement dated asof 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 asAgent, and the Financial Institutions party thereto (as amended, modified orrestated from time to time, the ***“Purchase Agreement”***). Capitalized terms used and not otherwise defined herein are used withthe meanings set forth or incorporated by reference in the Purchase Agreement.

 

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

 

C.                                     Assignor isselling and assigning to Assignee all of Assignor’s rights and obligationsunder the Purchase Agreement and the Transaction Documents, including, withoutlimitation, 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 becomeeffective 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.                                       At or before12:00 noon (Chicago time) on the Effective Date, Assignee shall pay toAssignor, 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’sAcquisition Cost”***); whereupon, Assignor shall be deemed to havesold, 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.                                       From and afterthe Effective Date, for so long as the Trust remains a party to the PurchaseAgreement, the Purchase Agreement is amended as follows:

 

(a)                                  All referencesin the Purchase Agreement to *“Falcon AssetSecuritization Company LLC,”*“*Falcon*”,the “*Falcon Group*” and the “*Falcon Group Agent*” shall be deemed to bereferences to “*JS Siloed Trust,*” *the “Trust,”*the**“*JS Group*”and “*JS Group Agent,*” respectively.

 

(b)                                 All referencesin the Purchase Agreement to *“CommercialPaper”*shall be deemed to be references to commercial paper notesissued by Jupiter Securitization Company LLC (**“*Jupiter*”**), and all referencesto any *“Conduit”*in thedefinitions of *“CP Costs”* and “*Pooled Commercial Paper*” found in Exhibit Ito the Purchase Agreement shall be deemed to be references solely to Jupiter.

 

(c)                                  All referencesto “*Conduit*”  in Sections 10.3, 14.5(b)(iii) and 14.6of the Purchase Agreement and in the definitions of “*Accounting Based Consolidation Event*,” *“Affected Entity,” “Funding Agreement”*and*“Funding Source”* found in Exhibit Ito the Purchase Agreement shall be deemed to include both the Trust and Jupiterand 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.                                       Each ofAssignor and Assignee to this Assignment Agreement agrees that at any time andfrom time to time upon the written request of any other party, it shall executeand deliver such further documents and do such further acts and things as suchother party may reasonably request in order to effect the purposes of thisAssignment Agreement.

 

6.                                       By executingand delivering this Assignment Agreement, Assignor and Assignee confirm to andagree with each other, the JS Group Agent and the Financial Institutions asfollows:  (a) other than therepresentation and warranty that it has not created any Adverse Claim upon anyinterest being transferred hereunder, Assignor makes no representation orwarranty 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 andinformation as it shall deem appropriate at the time, continue to make its owncredit decisions in taking or not taking action under the Purchase Agreementand the Transaction Documents; (e) Assignee appoints and authorizes theAgent and the JS Group Agent to take such action as agent on its behalf and toexercise such powers under the Transaction Documents as are delegated to theAgent and the JS Group Agent, respectively, by the terms thereof, together withsuch powers as are reasonably incidental thereto; and (f) Assignee agreesthat it shall perform in accordance with their terms all of the obligationswhich, by the terms of the Purchase Agreement and the other TransactionDocuments, are required to be performed by it as a Purchaser.

 

7.                                       Each ofAssignor 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.                                       THIS ASSIGNMENTAGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK.

 

9.                                       Assignee herebycovenants and agrees that, prior to the date which is one year and one dayafter 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 partieshereto have caused this Assignment Agreement to be executed by their respectiveduly 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 SECURITIZATIONCOMPANY, LLC

 

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

 

 
| By:    | /s/ Laura Chittick |   |
|--------|--------------------|--------|
| Name:  | Laura Chittick     |   |
| Title: | Vice President     |   |

 

 

JPMORGAN CHASE BANK, N.A.,

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

 

 
| By:    | /s/ Laura Chittick |   |
|--------|--------------------|--------|
| Name:  | Laura Chittick     |   |
| Title: | Vice President     |   |

 

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