43
Section 13.9.
CHOICE OF LAW
44
Section 13.10.
CONSENT TO JURISDICTION
44
Section 13.11.
WAIVER OF JURY TRIAL
44
Section 13.12.
Integration; Binding Effect; Survival of Terms
45
Section 13.13.
Counterparts; Severability; Section References
45
Section 13.14.
Agent Roles
45
Section 13.15.
Characterization
46
LIST OF EXHIBITS AND SCHEDULES
EXHIBIT I
Definitions
EXHIBIT II
Form of Purchase Notice
EXHIBIT III
Principal Places of Business of the Seller Parties; etc.
EXHIBIT IV
Names of Collection Banks; Blocked Accounts
EXHIBIT V
Form of Compliance Certificate
EXHIBIT VI Form of Blocked Account Agreement EXHIBIT VII Form of Assignment
Agreement EXHIBIT VIII Joinder Agreement EXHIBIT IX
Credit and Collection Policy
EXHIBIT X Form of Monthly Report
EXHIBIT XI Form of Mid-Month Report EXHIBIT
XII Form of Daily Report
SCHEDULE A
Commitments
SCHEDULE B
Closing Documents
SCHEDULE C
Disclosure Information Delivered
SNG FUNDING COMPANY, L.L.C.
RECEIVABLES PURCHASE AGREEMENT
This Receivables Purchase Agreement dated as of October 6, 2006 is among SNG
FUNDING COMPANY, L.L.C., a Delaware limited liability company ("Seller"),
SOUTHERN NATURAL GAS COMPANY, a Delaware corporation, as initial Servicer (the
initial Servicer together with Seller, the "Seller Parties" and each a "Seller
Party"), STARBIRD FUNDING CORPORATION ("Starbird") 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
for the Investors hereunder (together with its successors and assigns hereunder,
the "Program Agent"). Unless defined elsewhere herein, capitalized terms used in
this Agreement shall have the meanings assigned to such terms in Exhibit I.
PRELIMINARY STATEMENTS
Seller desires to transfer and assign Investor Interests to the Investors from
time to time.
Upon and subject to the terms and conditions of this Agreement, (i) Conduit
Investors may, in their absolute and sole discretion, purchase Investor
Interests from Seller from time to time, and (ii) in the event that a Conduit
Investor declines to make any purchase, the Committed Investors which are part
of its Investor Group shall purchase Investor Interests from Seller from time to
time.
Paribas has been requested and is willing to act as Program Agent on behalf of
the Investors in accordance with the terms hereof.
ARTICLE I
PURCHASE ARRANGEMENTS
Section 1.1.
Purchase Facility. Upon the terms and subject to the terms and
conditions hereof, Seller hereby sells and assigns Investor Interests to the
Program Agent, for the benefit of the Investors. In accordance with the terms
and conditions set forth herein, Investors may or shall, as provided herein,
instruct the related Managing Agent to purchase on its behalf through the
Program Agent, Investor Interests from Seller from time to time in an aggregate
amount not to exceed the Program Limit, and for each Investor Group in an
aggregate amount not to exceed the Group Purchase Limit for such Investor Group,
during the period from the date hereof to but not including the Amortization
Date.
Section 1.2.
Increases.
(a)