EXHIBIT
10.E.5
AMENDMENT
NO. 4 TO
RECEIVABLES
PURCHASE AGREEMENT
AMENDMENT
NO. 4, dated as of October 31, 2008 (the “ Effective
Date ”), to the RECEIVABLES PURCHASE AGREEMENT dated as
of August 31, 2006 and amended by Amendment No. 1 dated as of
December 1, 2006, Amendment No. 2 dated as of August 29, 2007
and Amendment No. 3 dated as of August 27, 2008 (as
so amended, the “ 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 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
Amendments 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 suchdate 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 $45,000,000, 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.
2.2
Amendments to Schedule A . Exhibit I to
the Agreement is hereby amended to change from $50,000,000 to
$45,000,000 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 Co
