exhibit10a.htm


    EXHIBIT
10.A

    


    


    


    AMENDMENT
NO. 3 TO

    RECEIVABLES
PURCHASE AGREEMENT

    


    AMENDMENT
NO. 3, dated as of August 27, 2008, to the RECEIVABLES PURCHASE AGREEMENT
dated as of August 31, 2006 and amended by Amendment No. 1 dated as of
December 1, 2006 and by Amendment No. 2 dated as of August 29, 2007 (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 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

     

     

    
      
        
        

      

      
        
          {N0123668;
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 each Committed Investor.

     

    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
-


          {N0123668;
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.

     

     

    
    

     

    
    

    
      
        	 	 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 Service	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 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/
      Steve Parsons

              	 
	 	 	 Name:
      Steve Parsons	 
	 	 	 Title: 
      Managing Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 By:	
                 /s/
      Mary Dierdorff

              	 
	 	 	 Name: 
      Mary Dierdorff	 
	 	 	 Title: 
      Managing Director	 


      

    

    
    

     

    
    

    
      
        	CONSENTED
      TO:	 	 
	
                 

              	
                 

              	 	 
	 STARBIRD
      FUNDING CORPORATION,	 	 
	 	 as
      a Conduit Purchaser	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 By:	
                 /s/
      Louise E. Colby

              	 	 
	 	 Name: 
      Louise E. Colby	 	 
	 	 Title: 
      Vice President	 	 


      

    

    
    

     

    
    

     

    
    

     

     

     

    
      
        
          {N0123668; 2} [Signature pages
to Amendment No. 3 to

          TGP
Receivables Purchase Agreement]


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	 BNP
      PARIBAS, acting throught its New York Branch,	 	 
	 	 as
      Committed Investor	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 By:	
               /s/
      Steve Parsons

            	 	 
	 	 Name: 
      Steve Parsons	 	 
	 	 Title: 
      Managing Director	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 By:	
               /s/
      Mary Dierdorff

            	 	 
	 	 Name: 
      Mary Dierdorff	 	 
	 	 Title: 
      Managing Director	 	 
	 	 	 	 


    

     

     

     

     

     

     

     

    
      
        {N0123668; 2} [Signature pages
to Amendment No. 3 to

        TGP
Receivables Purchase Agreement]