Exhibit 10.19
ASSIGNMENT AND AMENDMENT
AGREEMENT
THIS ASSIGNMENT AND AMENDMENT
AGREEMENT (this
“Assignment Agreement” ) is entered into
as of the 20 th
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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