exhibit10e5.htm


    
      
        

      

    

     

    EXHIBIT
10.E.5

     

    

      AMENDMENT
NO. 4 TO

      RECEIVABLES
PURCHASE AGREEMENT

       

      AMENDMENT
NO. 4, dated as of October 31, 2008 (the “Effective
Date”), to the RECEIVABLES PURCHASE AGREEMENT dated as of August 31,
2006 and amended by Amendment No. 1 dated as of December 1, 2006, Amendment No.
2 dated as of August 29, 2007 and
Amendment No. 3 dated as of August 27, 2008 (as so amended, the “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 Agreement in certain respects as set forth herein in
accordance with Section 13.1 of the 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 Agreement, as amended
hereby.

       

      ARTICLE 2    AMENDMENT

       

      2.1    Amendments
to Exhibit I.  Exhibit I to the 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 30, 2009, unless suchdate is extended
with the consent of the parties hereto.

       

      (b)    To amend and
restate the definition of the term “Program Limit” contained therein to read in
its entirety as follows:

       

      “Program
Limit” means $45,000,000, or such lesser amount as may from time be
specified by not less than ten (10) Business Days’ prior written notice by
Servicer to the Program Agent and Seller from time to time.  Any
reduction of the Program Limit shall be irrevocable upon such notice being given
and shall not be subject to reinstatement and each partial reduction of the
Program Limit shall be in an amount equal to $1,000,000 or an integral multiple
thereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.2    Amendments
to Schedule A.  Exhibit I to the Agreement is hereby
amended to change from $50,000,000 to $45,000,000 each of (i) the Group Purchase
Limit for the Investor Group which includes Paribas, (ii) the Commitment of
Paribas and (iii) the total Commitments of the Committed Investors in the
Investor Group which includes Paribas.

       

      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 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
amendments set forth in Sections 2.1(b)
and 2.2
hereof shall be effective as of the Effective Date 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.  The amendment set
forth in Section 2.1(a)
hereof shall be effective when such amendments shall have become effective
subject to the further conditions that on the Effective Date, (i) the amendment
and restatement, dated the date hereof, the Fee Letter to which the Seller is a
party shall have become effective in accordance with its terms, (ii) the
supplemental Fee Letter dated the date hereof, to which El Paso is a party shall
have become effective in accordance with its terms and the fee contemplated
thereby shall have been paid, and (iii) the Aggregate Capital does not exceed
the Program Limit, determined after giving effect to the amendments set forth in
Section 2.2
above.

       

      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 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 Agreement are and shall
remain in full force and effect.  This Amendment shall not constitute
a novation of the Agreement, but shall constitute an amendment
thereof.  This Amendment shall constitute a Transaction
Document.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      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]

       

       

       


      
        
          
             

          

           


        

        
          -3-

          
            

          

        

        
           


        

      


      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:   
      Vice President and Treasurer

              	 


      

       

       

      
        
          	 	 TENNESSEE GAS PIPELINE
      COMPANY, as Servicer
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	     /s/
      John J. Hopper	 
	 	 	 Name: 
      John J. Hopper	 
	 	 	
                   Title:   
      Vice President and
      Treasurer

                	 


        

         

         

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

                    	     /s/
      Mary Dierdorff	 
	 	 	 Name: Mary
      Dierdorff	 
	 	 	
                       Title:  
      Managing Director 

                    	 


            

             

            
              
                
                  	 	 	 	 
	 	
                          By:

                        	     /s/ Phillippe
      Mojon	 
	 	 	 Name: 
      Phillippe Mojon	 
	 	 	
                           Title:   
      Vice President

                        	 


                

                 

                
                  
                    
                      
                         

                        
                          	CONSENTED TO:
	 
	
                                  STARBIRD
      FUNDING CORPORATION,

                                
	     
      as a
      Conduit Purchaser
	 
	 
	By:	     /s/ Louise
      E. Colby	 
	 	 Name: 
      Louise E. Colby	 
	 	
                                   Title:   
      Vice President

                                	 


                        

                        
                           


                          
                            
                              
                                [Signature
pages to Amendment No. 4 to

                                TGP
Receivables Purchase Agreement]

                                 

                                 

                              

                               


                            

                            
                              
                              

                              
                                

                              

                            

                            
                               


                            

                          

                        

                        
                          
                             

                            
                              
                                
                                  
                                     

                                    
                                      	
                                              BNP PARIBAS, acting through its New York Branch,


                                            
	     as Committed
      Investor
	 
	 
	By:	      /s/
      Mary Dierdorff	 
	 	 Name:  
      Mary Dierdorff	 
	 	
                                               Title:    
      Managing Director
    

                                            	 


                                    

                                    
                                      
                                         

                                        
                                          
                                            
                                              
                                                
                                                  	 
	By:	      /s/ Phillippe
      Mojon	 
	 	 Name:  
      Phillippe Mojon	 
	 	
                                                           Title:    
      Vice
      President

                                                        	 


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

       

       

       

       

      
        [Signature
pages to Amendment No. 4 to

        TGP
Receivables Purchase Agreement]