exv10wcw5






Exhibit 10.C.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 October 6, 2006 and amended by Amendment No. 1 dated as of December
1, 2006, Amendment No. 2 dated as of October 4, 2007 and Amendment No. 3 dated October 2, 2008 (as
so amended, the “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 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 such date 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 $35,000,000, 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 $40,000,000 to $35,000,000 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




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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.




          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:  	Vice President and Treasurer 	 
	 
	 	SOUTHERN NATURAL GAS 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/ Phillipe 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

SNG 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/ Phillipe Mojon	 	 
	 

	 	 	 	 
	 

	 	Name: Phillippe Mojon

Title: Vice President	 	 






[Signature pages to Amendment No. 4 to

SNG Receivables Purchase Agreement]