exhibit10a.htm


    EXHIBIT
      10.A

     

    
 

    AMENDMENT
      NO. 2 TO

    RECEIVABLES
      PURCHASE AGREEMENT

    


    AMENDMENT
      NO. 2, dated as of August 29, 2007, to the RECEIVABLES PURCHASE AGREEMENT
      dated as of August 31, 2006 and amended by Amendment No. 1 dated as of
      December 1, 2006 (the “Amended Agreement”), among
      TGP FUNDING COMPANY, L.L.C., a Delaware limited liability company, TENNESSEE
      GAS
      PIPELINE COMPANY, a Delaware corporation, as initial Servicer, STARBIRD FUNDING
      CORPORATION and the other funding entities from time to time party hereto as
      Investors, BNP PARIBAS, NEW YORK BRANCH, and the other financial institutions
      from time to time party hereto as Managing Agents, and BNP PARIBAS, NEW YORK
      BRANCH, as Program Agent.

     

    Preliminary
      Statement

     

    The
      parties hereto
      have agreed to modify the Amended Agreement in certain respects as set forth
      herein in accordance with Section 13.1 of the Amended
      Agreement.

     

    NOW,
      THEREFORE, in
      consideration of the premises and the mutual agreements herein contained, and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto hereby agree, as
      follows:

     

    
      ARTICLE 1 
        DEFINITIONS

    

     

    1.1  Definitions.  Unless
      defined elsewhere herein, capitalized terms used in this Amendment shall have
      the meanings assigned to such terms in the Amended Agreement, as amended
      hereby.

     

    ARTICLE
      2 
AMENDMENT

     

    2.1  Amendment
      to
      Exhibit I.  Exhibit I to the Amended Agreement is hereby
      amended as follows:

     

    (a)  To
      amend and
      restate the definition of the term “Commitment Termination Date” contained
      therein to read in its entirety as follows:

     

    “Commitment
      Termination Date” means
      August 28, 2008, unless such date is extended with the consent of the parties
      hereto.

     

    ARTICLE
      3  MISCELLANEOUS

     

    3.1  Representations
      and Warranties.

     

    (a)  Each
      Seller Party
      hereby represents and warrants to the Program Agent, the Managing Agents and
      the
      Investors, as to itself that the representations and warranties of such Seller
      Party set forth in Section 5.1 of the Amended Agreement are true and
      correct in all material respects on and as of the date hereof as though made
      on
      and as of such date and after giving effect to this Amendment; and

     

    (b)  Seller
      hereby
      represents and warrants to the Program Agent, the Managing Agents and the
      Investors that, as of the date hereof and after giving effect to this Amendment,
      no event has occurred and is continuing that constitutes an Amortization Event
      or Potential Amortization Event.

     

    3.2  Effectiveness.  The
      amendment set forth in Article 2 hereof shall be effective when this
      Amendment or a counterpart hereof shall have been executed and delivered by
      Seller, Servicer, the Managing Agents and the Program Agent and consented to
      by
      the Conduit Investors and the Required Committed Investors.

     

    3.3  Amendments
      and
      Waivers.  This Amendment may not be amended, supplemented or
      modified nor may any provision hereof be waived except in accordance with the
      provisions of Section 13.1 of the Amended Agreement.

     

    3.4  Counterparts.  This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which when taken together shall constitute one
      and
      the same agreement.

     

    3.5  Continuing
      Effect; No Other Amendments.  Except to the extent expressly
      stated herein, all of the terms and provisions of the Amended Agreement are
      and
      shall remain in full force and effect.  This Amendment shall not
      constitute a novation of the Amended Agreement, but shall constitute an
      amendment thereof.  This Amendment shall constitute a Transaction
      Document.

     

    3.6  CHOICE
      OF
      LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
      SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT
      OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

     

    [SIGNATURE
      PAGES FOLLOW]

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the parties hereto have caused this Amendment to be executed and delivered
      by
      their duly authorized officers as of the date hereof.

     

    
      	 	TGP
              FUNDING
              COMPANY, L.L.C.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ John
              J. Hopper	 
	 	 	Name: 
              John J. Hopper 	 
	 	 	Title: 
               	 
	 	 	 	 


    

     

    
      	 	TENNESSEE
              GAS
              PIPELINE COMPANY, as Servicer	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ John
              J. Hopper	 
	 	 	Name: 
              John J. Hopper	 
	 	 	Title:	 
	 	 	 	 


    

     

    
      	 	
              BNP
                PARIBAS,
                acting through its New York Branch, as Program Agent and as Managing
                Agent
                for the Starbird Investor Group

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Sean
              Reddington	 
	 	 	Name: 
              Sean Reddington	 
	 	 	Title:    
              Managing Director 	 
	 	 	 	 
	 	 By:
              	/s/
              Michael
              Gonik	 
	 	 	Name: 
              Michael Gonik	 
	 	 	Title:    
              Director	 


    

     

    CONSENTED
      TO:

     

    
      	
              STARBIRD
                FUNDING CORPORATION,

                 
                as Conduit Purchaser

            
	 	 
	
              By:
                

            	/s/ Geraldine
              St-Louis
	 	Name: 
              Geraldine St-Louis
	 	Title:    
              Vice President
	 	 


    

     
      	
              BNP
                PARIBAS,
                acting through its New York Branch,

                  as
                Committed
                Investor

            
	 	 
	
              By:
                

            	/s/ Sean
              Reddington
	 	Name: 
              Sean Reddington
	 	Title:    
              Managing Director
	 	 


    

     

    
      	
              By:
                

            	/s/ Michael
              Gonik
	 	Name:  Michael
              Gonik
	 	Title:    
              Director
	 	 


    

     

    
      [Signature
        pages to Amendment No. 2 to 

      TGP
        Receivables
        Purchase Agreement]