exv10wa



 





EXHIBIT 10.A




AMENDMENT NO. 2 TO

RECEIVABLES PURCHASE AGREEMENT




          AMENDMENT NO. 2, dated as of October 4, 2007, to the RECEIVABLES PURCHASE AGREEMENT dated as
of October 6, 2006 and amended by Amendment No. 1 dated as of December 1, 2006 (the “Amended
Agreement”), among SNG FUNDING COMPANY, L.L.C., a Delaware limited liability company, SOUTHERN
NATURAL GAS 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 October 3, 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]




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          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.




	 	 	 	 	 
	 	SNG FUNDING COMPANY, L.L.C.

 	 
	 	By:  	SNG Finance Company, L.L.C., its Manager
 	 
	 	 	 
	 	By:  	                                                        /s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	 	 
	 
	 
	 	SOUTHERN NATURAL GAS COMPANY, as Servicer

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 
	 	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 a Conduit Purchaser


 	 	 
	By:  	/s/ R. Douglas Donaldson
 	 	 
	 	Name:  	R. Douglas Donaldson 	 	 
	 	Title:  	Treasurer 	 	 
	 



[Signature pages to Amendment No. 2 to

SNG Receivables Purchase Agreement]





 









 








	 	 	 	 	 
	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 

SNG Receivables Purchase Agreement]