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 October 6, 2006 and amended by Amendment No. 1 dated
as of December 1, 2006, Amendment No. 2 dated as of
October 4, 2007 and Amendment No. 3 dated October 2,
2008 (as so amended, the “ Agreement ”), among
SNG FUNDING COMPANY, L.L.C., a Delaware limited liability company,
SOUTHERN NATURAL 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.
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:
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.
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 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 $35,000,000, 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 $40,000,000 to
$35,000,000 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.
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