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EXHIBIT 10.H.1




AMENDMENT NO. 1 TO

RECEIVABLES PURCHASE AGREEMENT




     AMENDMENT NO. 1, dated as of November 2, 2007, to the RECEIVABLES PURCHASE AGREEMENT dated as
of November 3, 2006 (the “Agreement”), among CIG FUNDING COMPANY, L.L.C., a Delaware limited
liability company, COLORADO INTERSTATE 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 Amendment 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 31, 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 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 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.



     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.



	 	 	 	 	 
	 	CIG FUNDING COMPANY, L.L.C.

 	 
	 	By:  	CIG Finance Company, L.L.C., its Manager
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                         /s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	COLORADO INTERSTATE 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/ 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. 1 to

CIG 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. 1 to

CIG Receivables Purchase Agreement]