exhibit10a.htm


    EXHIBIT
10.A

    


    


    


    


    AMENDMENT
NO. 3 TO

    RECEIVABLES
PURCHASE AGREEMENT

    


    AMENDMENT
NO. 3, dated as of October 2, 2008, to the RECEIVABLES PURCHASE AGREEMENT
dated as of October 6, 2006 and amended by Amendment No. 1 dated as of
December 1, 2006 and Amendment No. 2 dated as of October 4, 2007 (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 31, 2008, unless suchdate 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

     

     

    
      
        
        

      

      
        {N0124647;
2}

        
          

        

      

      
        
        

      

    

     

    (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]

     

    


     


    
      
        
          


           

        

         


      

      
        
          2

          {N0124647;2}

        

        
          

        

      

      
         


      

    


    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: 
      Authorized Signatory


    

     

     

    
      	 	SOUTHERN
      NATURAL GAS COMPANY, as Servicer
	 	 
	By:	/s/
      John J. Hopper 
	
               
      

            	
              Name:  John
      J. Hopper

            
	 	Title: 
      Authorized Signatory


    

     

     

    
      	 	BNP
      PARIBAS, acting through its New York Branch, as Program Agent and as
      Managing Agent for the Starbird Investor Group
	 	 
	By: 	/s/
      Samrah Kazmi
	
            	Name: 
      Samrah Kazmi
	 	Title: 
      Vice President 
	
               
      

            	
               

            
	 By:	/s/
      Philippe Mojon
	 	Name: 
      Philippe 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. 3 to

          SNG Receivables Purhase
Agrement]

          {N012467; 2}

        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              BNP
      PARIBAS, acting through its New York
Branch,

            


    

    
      	
               
      

            	
              as
      Committed Investor

            


    

     

     

    
      	
              By:

            	
                                  /s/
      Samrah Kazmi

            	 


    

    
      	
               
      

            	
              Name:  Samrah
      Kazmi

            


    

    
      	
               
      

            	
              Title:  Vice
      President

            


    

     

     

     

    
      	
              By:

            	
                                /s/
      Philippe Mojon

            	 


    

    
      	
               
      

            	
              Name:  Philippe
      Mojon

            


    

    
      	
               
      

            	
              Title:  Vice
      President

            


    

     

     

     

     

     

     

     

     

     

     

     

    
      [Signature
pages to Amendment No. 3 to

      SNG Receivables
Purhase Agrement]

      {N012467; 2}