EXHIBIT
10.G




AMENDMENT
NO. 2 TO
 RECEIVABLES
PURCHASE AGREEMENT
  AMENDMENT
NO. 2, dated as of October 31, 2008 (the “Effective
Date”), to the RECEIVABLES PURCHASE AGREEMENT dated as of
November 3, 2006 and amended by Amendment No. 1 dated as of November 2,
2007 (as so amended, 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 (“Paribas”),
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 1DEFINITIONS
  1.1Definitions.  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 2AMENDMENTS
  2.1Amendments
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 $20,000,000, 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.
  
 2.2Amendments
to Schedule A.  Exhibit I to the Agreement is hereby
amended to change from $25,000,000 to $20,000,000 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 3MISCELLANEOUS
  3.1Representations
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.
  3.2Effectiveness.  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.
  3.3Amendments
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.
  3.4Counterparts.  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.
  3.5Continuing
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-
 3.6CHOICE
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.
 CIGFUNDING COMPANY,
      L.L.C.By: CIG
      Finance Company, L.L.C., its ManagerBy:
                /s/
      John J. HopperName: 
      John J. HopperTitle:   
      Vice President and
      Treasurer
   COLORADO INTERSTATE GAS
      COMPANY, as ServicerBy:
                  /s/
      John J. HopperName: 
      John J. HopperTitle:   
      Vice President and
      Treasurer
   BNP PARIBAS,
      acting through its New York Branch, as Program Agent and as Managing Agent
      for the Starbird Investor GroupBy:
                      /s/
      Mary DierdorffName: Mary
      DierdorffTitle:  
      Managing Director
  By:
                          /s/ Phillippe
      MojonName: 
      Phillippe MojonTitle:   
      Vice President
 CONSENTED TO:STARBIRD
      FUNDING CORPORATION,as a
      Conduit PurchaserBy:
                                    /s/ Louise
      E. ColbyName: 
      Louise E. ColbyTitle:   
      Vice
      President
 [Signature
pages to Amendment No. 2 to
 CIG
Receivables Purchase Agreement]
 BNP PARIBAS, acting through its New York Branch,as Committed
      InvestorBy:
                                                /s/
      Mary DierdorffName:  
      Mary DierdorffTitle:    
      Managing Director
 By:
                                                            /s/ Phillippe
      MojonName:  
      Phillippe
      MojonTitle:    
      Vice
      President
      [Signature
pages to Amendment No. 2 to
 CIG
Receivables Purchase Agreement]