exv10w3






Exhibit 10.3




THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF




EL PASO ELBA EXPRESS COMPANY, L.L.C.



A DELAWARE LIMITED LIABILITY COMPANY



November 19, 2010



PREAMBLE



          THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of El Paso Elba Express
Company, L.L.C. (the “Company”) is made on the 19th day of November, 2010, by El Paso
Pipeline Partners Operating Company, L.L.C, as managing member (“Managing Member”) of the
Company and by Edward J. Crenshaw, as Independent Member (as hereinafter defined).




          WHEREAS, the Company was formed as a limited liability company under the Act (as hereinafter
defined) on March 16, 2009, pursuant to the filing of the Certificate of Formation on March 16,
2009 and the execution of that certain Limited Liability Company Agreement dated as of March 16,
2009 (the “Original Agreement”) by El Paso Corporation (“El Paso”);




          WHEREAS, El Paso amended and restated the Original Agreement on May 11, 2009 by entering into
the First Amended and Restated Limited Liability Company Agreement of the Company;




          WHEREAS, El Paso and the Managing Member amended and restated the First Amended and Restated
Limited Liability Company Agreement of the Company on March 30, 2010 by entering into the Second
Amended and Restated Limited Liability Company Agreement of the Company;




          WHEREAS, on November 19, 2010, El Paso transferred its membership interest in the Company to
the Managing Member;




          WHEREAS, the Managing Member desires to amend and restate the Second Amended and Restated
Limited Liability Company Agreement of the Company for the purposes and upon the terms and
conditions hereinafter set forth.




          NOW, THEREFORE, in consideration of the premises and covenants herein contained, the Managing
Member hereby agrees as follows:








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ARTICLE I.

DEFINITIONS AND TERMS




          SECTION 1.01 Definitions
Unless the context otherwise requires, the following terms
shall have the following meanings for the purposes of this Agreement:


               “Act” means the Delaware Limited Liability Company Act, 6 Del C. §§ 18-101, et seq.,
as amended from time to time (or any corresponding provisions of succeeding law).



               “Affiliate” means, with respect to any Person, any other Person that directly or
indirectly controls, is controlled by or is under common control with, the Person in question. As
used in this definition of “Affiliate,” the term “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or otherwise.



               “Agent” means Union Bank, N.A. (“Union Bank”), as Administrative Agent for the
Lenders under the Credit Agreement dated as of May 11, 2009 (as amended, restated or otherwise
modified from time to time, the “Credit Agreement”) by and among the Company, as Borrower,
each of the Lenders from time to time party thereto, Union Bank, as Joint Bookrunner, as
Administrative Agent for the Lenders, as Issuing Bank and as Collateral Agent (the “Collateral
Agent”) for the Secured Parties and Barclays Capital, as Joint Bookrunner.



               “Agreement” means this Third Amended and Restated Limited Liability Company Agreement,
as the same may be amended from time to time.



               “Assets” means, at any time, any real property and other assets owned or leased by the
Company from time to time.



               “Bankruptcy” means the filing of any insolvency or reorganization case or proceeding,
instituting proceedings to have the Company, any Member or the Independent Member, as applicable,
adjudicated bankrupt or insolvent, instituting proceedings under any applicable insolvency law,
seeking any relief under any law relating to relief from debts or the protection of debtors,
consenting to the filing or institution of bankruptcy or insolvency proceedings against the
Company, any Member or the Independent Member, as applicable, filing a petition seeking or
consenting to reorganization, liquidation or relief with respect to the Company, any Member or the
Independent Member, as applicable, under any applicable federal or state law relating to
bankruptcy, reorganization or insolvency, seeking or consenting to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator, custodian, or any similar official for the Company,
any Member or the Independent Member, as applicable, or a substantial part of its property, making
any assignment for the benefit of creditors, admitting in writing the inability of the Company, any
Member or the Independent Member, as applicable, to pay its debts as they become due, or taking
action in furtherance of any of the foregoing.



               “Capital Contribution” means a capital contribution made by the Managing Member
pursuant to Section 3.01 or 3.02.



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               “Certificate” means the Certificate of Formation filed with the Secretary of State of
the State of Delaware on March 16, 2009, to form the Company pursuant to the Act, as originally
executed by Joyce Allen-Dennis (as an authorized person within the meaning of the Act) and as
amended, modified, supplemented or restated from time to time, as the context requires.



               “Company” has the meaning assigned to such term in the preamble.



               “Credit Agreement” is defined in the definition of Agent.



               “Discharge Date” has the meaning set forth in the Credit Agreement.



               “Distributable Cash” means cash (in U.S. dollars) of the Company that the Managing
Member determines is available for distribution.



               “Effective Date” is defined in Section 2.02.



               “El Paso” has the meaning assigned to such term in the preamble.



               “Financing Documents” has the meaning set forth in the Credit Agreement.



               “Independent Member” shall mean a Person, who is not at the time of initial
designation as the Independent Member or at any time while serving as the Independent Member and
has not been at any time during the five (5) years preceding such initial designation: (i) a direct
or indirect owner of any equity interest in, member, officer, employee, director, manager (with the
exception of serving as the Independent Member) or contractor, bankruptcy trustee, attorney or
counsel of the Company or any of its Affiliates; (ii) a creditor, customer, supplier, or other
Person who derives any of its purchases or revenues from its business activities with the Company
or any of its Affiliates (other than any fee paid for its services as Independent Member); (iii) an
Affiliate of the Company or any Person excluded from serving as Independent Member under clause (i)
or (ii) of this definition; (iv) a member of the immediate family by blood or marriage of any
Person excluded from being an Independent Member under clause (i) or (ii) of this definition; or
(v) a Person who received, or a member or employee of a firm or business that received, fees or
other income from the Company or any Affiliate thereof in the aggregate in excess of five percent
(5%) of the gross income, for any applicable year, of such Person; provided however, that
notwithstanding the foregoing, for the purposes of clause (i), an equity interest shall be deemed
to exclude de minimis or otherwise immaterial holdings of equity interests of an Affiliate of the
Company which are traded on public stock exchanges. The Independent Member is Edward J. Crenshaw.



               “Interest” means the ownership interest in the Company at any time, including the
right of the Managing Member to any and all benefits to which the Managing Member may be entitled
as provided in this Agreement, together with the obligations of the Managing Member to comply with
all the terms and provisions of this Agreement.



               “Managing Member” has the meaning assigned to such term in the preamble.



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               “Member” means the Managing Member, the Independent Member and any other member or
members admitted to the Company in accordance with this Agreement or any amendment or restatement
hereof.



               “Original Agreement” has the meaning assigned to such term in the preamble.



               “Person” has the meaning set forth in the Act.



               “Units” is defined in Section 4.02.



               “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to
time in the state of Delaware.



          SECTION 1.02 Terms Generally. The definitions in Section 1.01 shall apply equally to
both the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. All references
herein to Articles, Sections and Exhibits shall be deemed to be references to Articles and Sections
of, and Exhibits to, this Agreement unless the context shall otherwise require. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation.”




ARTICLE II.

FORMATION




          SECTION 2.01 Name. The name of the Company shall be as set forth in the Preamble
hereof. All business of the Company shall be conducted under such name and title to all property,
real, personal, or mixed, owned by or leased to the Company shall be held in such name.
Notwithstanding the preceding sentence, the Managing Member may change the name of the Company or
adopt such trade or fictitious names as it may determine.




          SECTION 2.02 Term. The term of the Company commenced on the date of filing of the
Certificate of Formation of the Company in the Office of the Secretary of State of the State of
Delaware (the “Effective Date”). The term of the Company shall continue until terminated
as provided in Article IX hereof.




          SECTION 2.03 Purposes of the Company. The Company has been organized to engage in any
lawful act or activity for which a Delaware limited liability company may be formed.




          SECTION 2.04 Powers.





	 	(a)	 	In furtherance of its purposes, but subject to all of the provisions of this Agreement,
the Company shall have and may exercise all the powers now or hereafter conferred by
Delaware law on limited liability companies formed under the Act. The Company shall have
the power to do any and all acts necessary, appropriate, proper, advisable, incidental 




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	 	 	 	or
convenient to or for the protection and benefit of the Company, and shall have, without
limitation, any and all of the powers that may be exercised on behalf of the Company by the
Managing Member.






	 	(b)	 	Notwithstanding Section 2.04(a), the Company shall conduct its business separate and
apart from any Affiliate thereof in accordance with the following:






	 	(i)	 	It shall segregate its property and not allow funds or other assets
thereof to be commingled with the funds or other assets of, held by, or registered
in the name of, any Member of the Company, any other Affiliate of the Company or
any other Person.
	 
	 	(ii)	 	It shall prepare and maintain its own separate, full and complete books
and financial records separate from the books and financial records of, any Member
of the Company, any other Affiliate of the Company or any other Person.
	 
	 	(iii)	 	It shall observe all material limited liability company procedures and
formalities, including without limitation, maintaining minutes or records of
meetings of the Company and acting on behalf of itself only pursuant to due
authorization of the member(s) and, as applicable, the Independent Member.
	 
	 	(iv)	 	It shall pay its liabilities only from its assets.
	 
	 	(v)	 	It shall conduct its dealings with third parties in its own name and as
a separate and independent entity.
	 
	 	(vi)	 	It shall not guarantee any debts of its Affiliates nor allow any of its
Affiliates to guarantee any debts of the Company. It shall not acquire obligations
or securities of, or make loans or advances to, any of its Affiliates.
	 
	 	(vii)	 	It shall maintain adequate capitalization in light of its contemplated
business and obligations.
	 
	 	(viii)	 	It shall directly manage its own liabilities, including paying its own operating
expenses.
	 
	 	(ix)	 	It shall pay the salaries of its own employees and maintain a
sufficient number of employees in light of its contemplated business operations.
It shall not permit employees of the Company to participate in or receive payroll
benefits or pension plans of or from any of its Affiliates.
	 
	 	(x)	 	It shall allocate fairly and reasonably any overhead for shared office
space.
	 
	 	(xi)	 	It shall use separate invoices and checks.
	 
	 	(xii)	 	It shall maintain separate bank accounts in its own name and all
investments made by or on behalf of the Company shall be made solely in its name
(except as required under the Accounts Agreement as defined in the Credit
Agreement).




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	 	(xiii)	 	All formalities regarding the separate existence of the Company shall be
maintained. It shall conduct its own business in its own name and through
authorized agents pursuant to its organizational documents.
	 
	 	(xiv)	 	All business transactions that are entered into by the Company with
any of its Affiliates shall be on terms and conditions not less favorable to the
Company than those that would be entered into by a prudent Person in the position
of the Borrower with a Person that is not one of its Affiliates and shall have been
approved in accordance with its organizational documents and shall otherwise comply
with the provisions of the Financing Documents.
	 
	 	(xv)	 	It shall hold itself out as a separate entity and shall correct any
misunderstanding regarding its separate entity status of which the Company has
knowledge.





          SECTION 2.05 Principal Place of Business.
The principal place of business of the
Company shall be located at 1001 Louisiana, Houston, Texas 77002. The Managing Member may
establish other offices at other locations.




          SECTION 2.06 Agent for Service of Process. The Corporation Trust Company shall be the
registered agent of the Company upon whom process against it may be served. The address of such
agent within the State of Delaware is: Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801.




ARTICLE III.

CAPITAL CONTRIBUTIONS




          SECTION 3.01 Capital Contribution. The Managing Member may contribute cash or other
property to the Company as it shall decide, from time to time.




          SECTION 3.02 Additional Capital Contributions. If at any time the Managing Member
shall determine that additional funds or property are necessary or desirable to meet the
obligations or needs of the Company, the Managing Member may make additional Capital Contributions.




          SECTION 3.03 Limitation on Liability. The liability of the Managing Member shall be
limited to its Interest in the Company, and the Managing Member shall not have any personal
liability to contribute money to, or in respect of, the liabilities or the obligations of the
Company, except as set forth in the Act.




          SECTION 3.04 Withdrawal of Capital; Interest. The Managing Member may not withdraw
capital or receive any distributions, except as specifically provided herein. No interest shall be
paid by the Company on any Capital Contributions.




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ARTICLE IV.

MEMBERS




          SECTION 4.01 Members. The Members of the Company are the Managing Member, the
Independent Member and any other Person hereafter admitted to the Company as a Managing Member or
Independent Member.




          SECTION 4.02 Membership Interests.




	 	(a)	 	Units. The Interests of the Company shall be comprised of one class of
interests (the “Units”). The Units will have the rights, designations and
preferences as provided in this Agreement.
	 
	 	(b)	 	Units Authorized. There shall be 100 Units Authorized.
	 
	 	(c)	 	Certificated Units. All Units shall be certificated and in registered form
within the meaning of Article 8 of the Uniform Commercial Code and substantially in the
form attached hereto as Exhibit A. Persons holding Units shall be admitted to the
Company as Members and such ownership shall be recorded by the Managing Member by amendment
to Schedule I hereto.





          SECTION 4.03 Independent Member.



	 	(a)	 	The Company shall at all times have one Independent Member.
	 
	 	(b)	 	No resignation, removal or withdrawal of the Independent Member, and no designation of
a successor Independent Member shall be effective until such successor shall have accepted
such designation as the Independent Member in writing. In the event that no Person shall
be designated as the Independent Member for any period, the Member(s) shall promptly
designate a successor Independent Member; provided, however, that such successor
Independent Member shall be acceptable to the Agent, in its reasonable discretion.
	 
	 	(c)	 	The Independent Member shall remain in place until his or her death, disability or
resignation, or upon removal by the Member(s) with prior written consent of the Agent.
Upon the death, disability, resignation or removal of the Independent Member, a successor
Independent Member, reasonably acceptable to the Agent, shall be designated by the
Member(s). After the Discharge Date, the Member(s) may, by the sole consent of the
Managing Member, amend this Agreement to provide that the requirement to have an
Independent Member and all provisions relating to an Independent Member are deleted.
	 
	 	(d)	 	The Independent Member may not delegate any of its powers to any other Person.
	 
	 	(e)	 	No other Member of the Company, other than the Independent Member, shall receive
compensation from the Company for being a member of the Company except as permitted by the
Credit Agreement.




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	 	(f)	 	The Independent Member shall have no economic interest in the Company; provided
however, that notwithstanding the foregoing, for the purposes of this section, an economic
interest shall be deemed to exclude any economic interest the Independent Member has in the
Company as a result of holding an equity interest of an Affiliate of the Company which are
traded on public stock exchanges.





          SECTION 4.04 Bankruptcy of a Member. Notwithstanding any other provision of this
Agreement, the occurrence or continuation of a Bankruptcy of a Member or the Independent Member
shall not cause such Member to cease to be a member of the Company or the Independent Member to
cease to be the Independent Member, and upon the occurrence of such an event, the business of the
Company shall continue without dissolution.




ARTICLE V.

DISTRIBUTIONS




          SECTION 5.01 Distributions. Except as otherwise provided in the Act, all Distributable
Cash of the Company shall be distributed to the Managing Member, or distributions in kind may be
made to the Managing Member at such times as the Managing Member shall determine.




ARTICLE VI.

BOOKS AND RECORDS




          SECTION 6.01 Books and Records. The Managing Member shall keep or cause to be kept
complete and accurate books of account and records that shall reflect all transactions and other
matters and include all documents and other materials with respect to the Company’s business that
are usually entered into and maintained by Persons engaged in similar businesses. All Company
financial statements shall be accurate in all material respects, shall fairly present the financial
position of the Company and the results of its operations and Distributable Cash and transactions
in its reserve accounts, and shall be prepared in accordance with generally accepted accounting
principles, subject, in the case of quarterly statements, to year-end adjustments. The books of
the Company shall at all times be maintained at the principal office of the Company or at such
other location as the Managing Member decides.









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ARTICLE VII.

MANAGEMENT OF THE COMPANY




          SECTION 7.01 Management. The management of the Company shall be under the direction
of the Managing Member, who may, from time to time, designate one or more persons to be officers of
the Company, with such titles as the Managing Member may determine, including those positions set
forth in Section 7.03.




          SECTION 7.02 Action by Written Consent. Any action required or permitted to be taken
at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by at least the number and class of Members who would be necessary
to approve the matter and who are entitled to vote on such matters if it were voted on at a
meeting; provided that, as to any action set forth in Section 7.04, such written consent shall also
be signed by the Independent Member. Notice of any meeting at which any action set forth in
Section 7.04 shall be submitted to a vote for approval by the Members shall also be given to the
Independent Member not less than ten (10) days before the date of such meeting. The Independent
Member may waive in writing the requirements for notice before, at or after the meeting involved.
Such written consents shall be filed with the minutes of the Company proceedings and shall have the
same force and effect as a vote at a meeting.




          SECTION 7.03 Officers. Such of the following officers shall be elected as the
Managing Member deems necessary or appropriate: a President, one or more Executive Vice Presidents,
one or more Senior Vice Presidents, one or more Vice Presidents, a Secretary, a Treasurer, a
Controller, one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and
Assistant Controllers, and such other officers with such titles and powers and/or duties as the
Managing Member shall from time to time determine. Officers may be designated for particular areas
of responsibility and simultaneously serve as officers of subsidiaries or divisions. Any officer so
elected may resign at any time upon written notice to the Managing Member. Such resignation shall
take effect at the time specified therein, and unless otherwise specified therein, no acceptance of
such resignation shall be necessary to make it effective. Any officer may be removed, with or
without cause, by the Managing Member. Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Company, but the election or appointment of
any officer shall not of itself create contractual rights. Any number of offices may be held by
the same person. Any vacancy occurring in any office by death, resignation, removal or otherwise
may be filled for the unexpired portion of the term by the Managing Member.




          (a) President. The President shall have general control of the business, affairs,
operations and property of the Company, subject to the supervision of the Managing Member. He may
sign or execute, in the name of the Company, all deeds, mortgages, bonds, contracts or other
undertakings or instruments, except in cases where the signing or execution thereof shall have been
expressly delegated by the Managing Member to some other officer or agent of the Company. He shall
have and may exercise such powers and perform such duties as may be provided by law or as are
incident to the office of President of a company (as if the Company were a Delaware corporation)
and such other duties as are assigned from time to time by the Managing Member.






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          (b) Vice Presidents. Each Executive Vice President, Senior Vice President, Vice
President and Assistant Vice President shall have such powers and perform such duties as may be
provided by law or as may from time to time be assigned to him, either generally or in specific
instances, by the Managing Member or the President. Any Executive Vice President or Senior Vice
President may perform any of the duties or exercise any of the powers of the President at the
request of, or in the absence or disability of, the President or otherwise as occasion may require
in the administration of the business and affairs of the Company.




          Each Executive Vice President, Senior Vice President, Vice President and Assistant Vice
President shall have authority to sign or execute all deeds, mortgages, bonds, contracts or other
instruments on behalf of the Company, except in cases where the signing or execution thereof shall
have been expressly delegated by the Managing Member to some other officer or agent of the Company.




          (c) Secretary. The Secretary shall keep the records of the Company, in books
provided for the purpose; he shall be custodian of the seal or seals of the Company; he shall see
that the seal is affixed to all documents requiring same, the execution of which, on behalf of the
Company, under its seal, is duly authorized, and when said seal is so affixed he may attest same;
and, in general, he shall perform all duties incident to the office of the secretary of a company
(as if the Company were a Delaware corporation), and such other duties as from time to time may be
assigned to him by the Managing Member or the President or as may be provided by law. Any
Assistant Secretary may perform any of the duties or exercise any of the powers of the Secretary at
the request of, or in the absence or disability of, the Secretary or otherwise as occasion may
require in the administration of the business and affairs of the Company.




          (d) Treasurer. The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Company, and shall deposit, or cause to be deposited,
in the name of the Company, all moneys or other valuable effects in such banks, trust companies or
other depositories as shall, from time to time, be selected by or under authority of the Managing
Member; if required, he shall give a bond for the faithful discharge of his duties, with such
surety or sureties as the Managing Member may determine; he shall keep or cause to be kept full and
accurate records of all receipts and disbursements in books of the Company and shall render to the
Managing Member or the President, whenever requested, an account of the financial condition of the
Company (as if the Company were a Delaware corporation); and, in general, he shall perform all the
duties incident to the office of treasurer of a company, and such other duties as may be assigned
to him by the Managing Member or the President or as may be provided by law.




          (e) Controller. The Controller shall be the chief accounting officer of the Company.
He shall keep full and accurate accounts of the assets, liabilities, commitments, receipts,
disbursements and other financial transactions of the Company; shall cause regular audits of the
books and records of account of the Company and supervise the preparation of the Company’s
financial statements; and, in general, he shall perform the duties incident to the office of
controller of a company (as if the Company were a Delaware corporation) and such other duties as
may be assigned to him by the Managing Member or the President or as may be provided by






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law. If no Controller is elected by the Managing Member, the Treasurer shall perform the
duties of the office of controller.




          (f) Tax Officer. The office of Tax Officer shall have the authority to sign or
execute on behalf of this Company any federal, foreign, Indian, state or local tax return or
report, claim for refund of taxes, extension of a statute of limitation, administrative tax appeals
filings and any other document relating to this Company’s tax responsibilities.




          SECTION 7.04 Actions Requiring Consent of Independent Member. Notwithstanding any
other provision in this Agreement to the contrary, (other than Section 4.03(c)), the limited
liability company authorization of the following acts shall require the prior unanimous written
approval of the Member(s) and the Independent Member:




          (a) merging, consolidating or combining the Company or any subsidiary of the Company with any
other entity, dissolving or winding up the Company, selling, transferring or otherwise disposing of
all or substantially all of the assets of the Company, or approving any plan or agreement to engage
in any of the foregoing actions;




          (b) amending, altering or changing of provisions of Section 4.03 or any other Section of the
Agreement; but only to the extent such amendment requires the consent of the Independent Member as
required therein;




          (c) the authorization of or taking any action which would constitute a Bankruptcy of the
Company;




          (d) any contravention of any provision of this Agreement or engaging in any activity other
than those contemplated by Section 2.04;




          (e) incurring, assuming or otherwise becoming obligated for any indebtedness except pursuant
to or as permitted by the Credit Agreement;




          (f) any modification, amendment, termination or cancellation of any of the Financing
Documents, except as otherwise permitted under the Financing Documents;




          (g) creating or permitting to exist any lien on any property of the Company except pursuant to
or as permitted under the Credit Agreement;




          (h) entering into any contract (including any indemnification agreement) or transaction with
any Member or any Affiliate of any Member other than as expressly provided for or contemplated by
this Agreement, or pursuant to or as permitted by the Credit Agreement;




          (i) amending or modifying the Company’s certificate of formation.





To the fullest extent permitted by applicable law, and notwithstanding anything to the
contrary in this Agreement, the Independent Member, in exercising its consent rights in
connection with the actions set forth in this Section 7.04, shall have no duty (including
fiduciary duty) or obligation (whether under this Agreement, at law or in equity or
otherwise) to consider the interests of the Company, and may solely consider the interests



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of the Agent and the Lenders and their Affiliates and nominees. All right, power and
authority of the Independent Member shall be limited to the extent necessary to exercise
those rights specifically set forth in this Agreement. To the extent permitted by law, the
Independent Member shall not be liable, responsible or accountable in damages or otherwise
to the Company or the Member(s) for any act or omission performed or omitted in a manner
reasonably believed by the Independent Member to be within the scope of the authority
granted to him or her by this Agreement. The Independent Member shall at no time serve as
trustee in bankruptcy for any Affiliate of the Company.




At each meeting of the Member(s) at which any action set forth in this Section 7.04 or any
other Section hereof that specifies that the approval of the Independent Member is required,
as applicable, shall be submitted to a vote for approval by the Member(s), the presence in
person or by electronic means, as the case may be, of the Independent Member shall also be
necessary to constitute a quorum. Neither the presence or vote of the Independent Member
nor notice to the Independent Member shall be required for the Company to undertake any
action other than those specified in this Section 7.04 or any other Section hereof that
specifies that the approval of the Independent Member is required.



          SECTION 7.05 Prohibition on incurring Indebtedness other than Permitted Indebtedness.
Notwithstanding anything to the contrary contained herein, the Company is prohibited from incurring
any Indebtedness (as defined in the Credit Agreement) other than Permitted Indebtedness (as defined
in the Credit Agreement).




ARTICLE VIII.

TRANSFERS OF COMPANY INTERESTS




          SECTION 8.01 Transfers. The Managing Member may, directly or indirectly, sell,
assign, transfer, pledge, hypothecate or otherwise dispose of all of its Interest, but not less
than all of its Interest. Any Person acquiring the Managing Member’s Interest shall be admitted to
the Company as a substituted Managing Member with no further action being required on the part of
the Managing Member.




ARTICLE IX.

DISSOLUTION AND TERMINATION




          SECTION 9.01 Dissolution. Subject to Section 7.04, the Company shall be dissolved and
its business wound up upon the decision made at any time by the Managing Member to dissolve the
Company, or upon the occurrence of any event of dissolution under the Act.




          SECTION 9.02 Liquidation. Upon dissolution, the Company’s business shall be





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liquidated in an orderly manner. The Managing Member shall wind up the affairs of the Company
pursuant to this Agreement and in accordance with the Act, including, without limitation, Section
18-804 thereof.




          SECTION 9.03 Distribution of Property. If in the discretion of the Managing Member it
becomes necessary to make a distribution of Company property in kind in connection with the
liquidation of the Company, such property shall be transferred and conveyed in accordance with
Section 9.02 of this Agreement.




ARTICLE X.

INDEMNIFICATION




          SECTION 10.01 General. Except to the extent expressly prohibited by the Act, the
Company shall indemnify each Person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact that such Person or such Person’s
testator or intestate is or was a member, Independent Member, any of their respective Affiliates or
attorneys, or an officer of the Company, against judgments, fines (including excise taxes assessed
on a Person with respect to an employee benefit plan), penalties, amounts paid in settlement and
reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection
with such action or proceeding, or any appeal therefrom; provided that no such indemnification
shall be made if a judgment or other final adjudication adverse to such Person establishes that his
conduct constituted willful misconduct or that he acted in bad faith; and provided, further, that
no such indemnification shall be required in connection with any settlement or other
non-adjudicated disposition of any threatened or pending action or proceeding unless the Company
has given its prior consent to such settlement or such other disposition, which consent shall not
be unreasonably withheld.




          SECTION 10.02 Reimbursement. The Company shall advance or promptly reimburse, upon
request, any Person entitled to indemnification hereunder for all expenses, including attorneys’
fees, reasonably incurred in defending any action or proceeding in advance of the final disposition
thereof upon receipt of an undertaking by or on behalf of such Person (in form and substance
satisfactory to the Company) to repay such amount if such Person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent the expenses so
advanced or reimbursed exceed the amount to which such Person is entitled; provided that such
Person shall cooperate in good faith with any request by the
Company that common counsel be utilized by the parties to an action or proceeding who are
similarly situated unless to do so would be inappropriate due to actual or potential conflicts of
interest between or among such parties; and provided, further, that the Company
shall only advance attorneys’ fees in respect of legal counsel approved by the Company, such
approval not to be unreasonably withheld.




          SECTION 10.03 Availability. The right to indemnification and advancement of expenses
under this provision is intended to be retroactive and shall be available with respect to any
action or proceeding which relates to events prior to the effective date of this provision.




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          SECTION 10.04 Indemnification Agreement. The Company is authorized to enter into
agreements with any of its members or officers extending rights to indemnification and advancement
of expenses to such Person to the fullest extent permitted by applicable law, but the failure to
enter into any such agreement shall not affect or limit the rights of such Person pursuant to this
provision.




          SECTION 10.05 Enforceability. In case any provision in this Article IX shall be
determined at any time to be unenforceable in any respect, the other provisions shall not in any
way be affected or impaired thereby, and the affected provisions shall be given the fullest
possible enforcement in the circumstances, it being the intention of the Company to provide
indemnification and advancement of expenses to its members and officers, acting in such capacities,
to the fullest extent permitted by law.




          SECTION 10.06 No Amendments. No amendment or repeal of this provision shall apply to
or have any effect on the indemnification of, or advancement of expenses to, the Managing Member or
any officer of the Company for, or with respect to, acts or omissions of such Managing Member or
officer occurring prior to such amendment or repeal.




          SECTION 10.07 Not Exclusive. The foregoing shall not be exclusive of any other rights
to which the Managing Member or any officer may be entitled as a matter of law and shall not affect
any rights to indemnification to which Company personnel other than the Managing Member or officers
may be entitled by contract or otherwise.




ARTICLE XI.

MISCELLANEOUS




          SECTION 11.01 Amendments and Consents. Unless otherwise provided herein (including,
without limitation Section 7.04), this Agreement may be modified or amended only by the Managing
Member. Notwithstanding any provision in this Agreement to the contrary, other than Section
4.03(c), the consent of the Independent Member is required for any amendment to Sections 4.03 or
any amendment to this Section 11.01 or any other provision to the extent such amendment requires
the consent of the Independent Member as required therein.




          SECTION 11.02 Notices. Any notice, request, consent, instruction, correspondence or
other document to be given hereunder shall be in writing and delivered in person or by courier
service requiring acknowledgment of receipt or mailed by certified mail, postage prepaid and
return receipt requested, or by facsimile. Notice given by personal delivery or courier shall be
effective upon actual receipt. Notice given by mail shall be effective upon actual receipt or, if
not actually received, the fifth Business Day following deposit with the U.S. Post Office. Notice
given by facsimile shall be confirmed by appropriate answerback and shall be effective upon actual
receipt if received during the recipient’s normal business hours, or at the beginning of the
recipient’s next Business Day after receipt if not received during the recipient’s normal business
hours. Whenever any notice is required to be given by law or this Agreement, a written waiver
thereof, signed by the Person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice. A copy of any notice delivered to the




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Independent Member shall also be delivered to the Agent at the address set forth in the Credit
Agreement. Any notice given to the Independent Member shall not be effective unless also given to
the Agent.




          SECTION 11.03 Benefits of Agreement. None of the provisions of this Agreement shall
be for the benefit of or enforceable by any creditor of the Company or the Managing Member.




          SECTION 11.04 Integration. This Agreement constitutes the entire agreement pertaining
to the subject matter hereof and supersedes all prior and contemporaneous agreements in connection
therewith. No covenant, representation or condition not expressed in this Agreement shall affect,
or be effective to interpret, change or restrict, the express provisions of this Agreement.




          SECTION 11.05 Headings. The titles of Articles and Sections of this Agreement are for
convenience only and shall not be interpreted to limit or amplify the provisions of this Agreement.




          SECTION 11.06 Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which, taken together, shall constitute one
and the same instrument, which may be sufficiently evidenced by one counterpart.




          SECTION 11.07 Severability. Each provision of this Agreement shall be considered
separable and if for any reason any provision or provisions hereof are determined to be invalid and
contrary to any existing or future law, such invalidity shall not impair the operation of or affect
those portions of this Agreement, which are valid.




          SECTION 11.08 Applicable Law. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of Delaware, without regard to its conflict of law
principles.




          SECTION 11.09 Security. For purposes of providing for transfer of, perfection a
security interest in, and other relevant matters related to, a membership interest in the Company,
each membership interest issued by the Company shall constitute “securities” within the meaning of,
and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15)
thereof) as in effect from time to time in the State of Delaware and in the State of New York and
(ii) Article 8 of the Uniform Commercial Code of any other applicable
jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8
thereof as adopted by the American Law Institute and the National Conference of Commissioners on
Uniform State Laws and approved by the American Bar Association on February 14, 1995.




[Remainder of page intentionally left blank; signature follows.]








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          IN WITNESS WHEREOF, this Agreement has been duly executed by the Managing Member and
Independent Member, effective as of the date first set forth above.




	 	 	 	 	 
	 	EL PASO PIPELINE PARTNERS OPERATING

COMPANY, L.L.C.

 	 
	 	By:  	/s/ John Hopper 	 
	 	 	John Hopper 	 
	 	 	Vice President and Treasurer 	 
	 
	 	Independent Member:

 	 
	 	By:  	/s/ Edward J. Crenshaw 	 
	 	 	Edward J. Crenshaw 	 
	 	 	 	 



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Exhibit A




FORM OF UNIT



[See attached.]



17









 





Exhibit A




FORM OF UNIT



LLC INTEREST CERTIFICATE

El PASO ELBA EXPRESS COMPANY, L.L.C.,

a Delaware limited liability company



November [__], 2010



No.                     




          THIS CERTIFIES THAT (a) [_________] (the “Member”) is the owner of [____]Units of El
Paso Elba Express Company, L.L.C., a Delaware limited liability company (the “Company”) and
(b) the Member is entitled to all the rights and privileges and subject to all the obligations,
restrictions, and limitations of a Member of the Company in accordance with the provisions of the
Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of November
[__], 2010, as amended from time to time (the “LLC Agreement”). TO THE FULLEST EXTENT
PERMITTED BY LAW, MEMBER’S LIMITED LIABILITY COMPANY INTEREST (THE “INTEREST”) IN THE
COMPANY IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE LLC AGREEMENT, AND IS OTHERWISE SUBJECT TO
THE TERMS AND CONDITIONS OF THE LLC AGREEMENT. Capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed thereto in the LLC Agreement.




          The Interest shall constitute “securities” within the meaning of, and governed by, (i) Article
8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to
time in the State of Delaware and in the State of New York and (ii) Article 8 of the Uniform
Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes
the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National
Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on
February 14, 1995.




          This LLC Interest Certificate shall be governed by the laws of the State of Delaware (without
reference to conflicts of laws).




[Remainder of page intentionally left blank; signature page follows.]







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          IN WITNESS WHEREOF, the Company has caused this LLC Interest Certificate to be signed by a
duly authorized officer and the issuance recorded in its limited liability company books as of the
date first set forth above.




	 	 	 	 	 

	 	 	EL PASO ELBA EXPRESS COMPANY, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 




THE INTEREST REPRESENTED BY THIS LLC INTEREST CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY BE
OFFERED AND SOLD ONLY IF SO REGISTERED AND QUALIFIED OR IF AN EXEMPTION FROM SUCH REGISTRATION AND
QUALIFICATION EXISTS.




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Schedule I




	 	 	 	 	 
	Member Name	 	Units
	El Paso Pipeline Partners Operating Company, L.L.C.
	 	 	100	 
	 
	 	 	 	 
	Total
	 	 	100	 







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