exv10w2





Exhibit 10.2



CONTRIBUTION, CONVEYANCE

AND ASSUMPTION AGREEMENT




BY AND AMONG



EL PASO PIPELINE PARTNERS, L.P.



EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.



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



EL PASO SNG HOLDING COMPANY, L.L.C



EPPP SNG GP HOLDINGS, L.L.C



SOUTHERN LNG COMPANY, L.L.C.



SOUTHERN NATURAL GAS COMPANY



EL PASO PIPELINE GP COMPANY, L.L.C



AND



EL PASO CORPORATION



November 19, 2010









 









 








TABLE OF CONTENTS




RECITALS



ARTICLE 1



DEFINITIONS



ARTICLE 2



CONTRIBUTIONS,
ACKNOWLEDGMENTS AND DISTRIBUTIONS



	 	 	 	 	 	 	 	 	 
	Section 2.1	 	Distribution by EP SNG of the SNG Subject Interest to El Paso
	 	 	4	 
	Section 2.2	 	Contribution by El Paso of the Subject Interests to the Operating Company
	 	 	4	 
	Section 2.3	 	Contribution by the Operating Company of the SNG Subject Interest to EPPP SNG
	 	 	4	 
	Section 2.4	 	Payment of the Consideration
	 	 	4	 





ARTICLE 3



FURTHER ASSURANCES




	 	 	 	 	 	 	 	 	 

	Section 3.1	 	Further Assurances
	 	 	4	 
	Section 3.2	 	Other Assurances
	 	 	4	 





ARTICLE 4



CLOSING TIME



 



ARTICLE 5



MISCELLANEOUS




	 	 	 	 	 	 	 	 	 

	Section 5.1	 	Order of Completion of Transactions
	 	 	5	 
	Section 5.2	 	Headings; References; Interpretation
	 	 	5	 
	Section 5.3	 	Successors and Assigns
	 	 	5	 
	Section 5.4	 	No Third Party Rights
	 	 	5	 
	Section 5.5	 	Counterparts
	 	 	5	 
	Section 5.6	 	Governing Law
	 	 	6	 
	Section 5.7	 	Severability
	 	 	6	 
	Section 5.8	 	Amendment or Modification
	 	 	6	 
	Section 5.9	 	Integration
	 	 	6	 
	Section 5.10	 	Deed; Bill of Sale; Assignment
	 	 	6	 











-i-









 








CONTRIBUTION, CONVEYANCE

AND ASSUMPTION AGREEMENT




     This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of
November 19, 2010, is entered into by and among El Paso Pipeline Partners, L.P., a Delaware limited
partnership (the “Partnership”), El Paso Pipeline Partners Operating Company, L.L.C., a
Delaware limited liability company and direct wholly-owned subsidiary of the Partnership (the
“Operating Company”), El Paso Elba Express Company, L.L.C., a Delaware limited liability
company (“Elba Express”), El Paso SNG Holding Company, L.L.C., a Delaware limited liability
company and direct wholly-owned subsidiary of El Paso Corporation (“EP SNG”), EPPP SNG GP
Holdings, L.L.C., a Delaware limited liability company and an indirect wholly-owned subsidiary of
the Partnership (“EPPP SNG”), Southern LNG Company, L.L.C., a Delaware limited liability
company (“SLNG”), Southern Natural Gas Company, a Delaware general partnership
(“SNG”), El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company
and an indirect wholly-owned subsidiary of El Paso (“EPP GP”), and El Paso Corporation, a
Delaware corporation (“El Paso”). The parties to this Agreement are collectively referred
to herein as the “Parties.” El Paso and EPP SNG are referred to herein collectively as the
“Contributing Parties.” Capitalized terms used herein shall have the meanings assigned to
such terms in Section 1.1.



RECITALS




     WHEREAS, the Contributing Parties desire to transfer to the Partnership a 49% membership
interest in Elba Express (the “Elba Express Subject Interest”), a 49% membership interest
in SLNG (the “SLNG Subject Interest”), and a 15% general partner interest in SNG (the
“SNG Subject Interest” and together with the Elba Express Subject Interest and the SLNG
Subject Interest, the “Subject Interests”) pursuant to the terms of the Contribution
Agreement (as defined below) and this Agreement; and



     WHEREAS, El Paso owns a 49% membership interest in Elba Express and a 49% membership interest
in SLNG; and



     WHEREAS, EP SNG owns a 55% general partner interest in SNG; and



     WHEREAS, after giving effect to the completion of the contribution of the Subject Interests
referred to above pursuant to the terms of this Agreement and the Contribution Agreement (as
defined below), the Operating Company will own a 100% membership interest in each of Elba Express
and SLNG and EPPP SNG will own a 60% general partner interest in SNG; and



     WHEREAS, in order to accomplish the objectives and purposes in the preceding recitals, and to
effect the intent of the Parties in connection with the consummation of the transactions
contemplated hereby, the Partnership, the Operating Company, Elba Express, EP SNG, EPPP SNG, SLNG,
SNG and El Paso entered into that certain Contribution Agreement (the “Contribution
Agreement”), dated November 12, 2010 pursuant to which the Partnership agreed to acquire the
Subject Interests from the Contributing Parties for aggregate consideration of $1,133 million (as
may be adjusted pursuant to the Contribution Agreement).



 









 





     WHEREAS, concurrently with the consummation of the transactions contemplated hereby (the
“Closing”), each of the following shall occur:



          1. EP SNG will transfer the SNG Subject Interest to El Paso.




          2. El Paso will transfer the Subject Interests to the Operating Company in exchange for the
Consideration, paid in the form specified in the Contribution Agreement.




          3. The Operating Company will contribute the SNG Subject Interest to EPPP SNG.




          4. The limited liability company and general partnership agreements of the aforementioned
entities will be amended to the extent necessary to reflect the matters and transactions mentioned
in this Agreement.




     NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the
Parties undertake and agree as follows:



ARTICLE 1

DEFINITIONS





     Section 1.1 The following capitalized terms shall have the meanings given below.



     (a) “Agreement” has the meaning assigned to such term in the first paragraph of this
Agreement.



     (b) “Consideration” has the meaning assigned to such term in the Contribution
Agreement.



     (c) “Closing” has the meaning assigned to such term in the recitals.



     (d) “Closing Date” has the meaning assigned to such term in the Contribution
Agreement.



     (e) “Closing Time” shall mean 9:00 a.m. Houston, Texas time on the Closing Date.



     (f) “Contributing Parties” has the meaning assigned to such term in the first
paragraph of this Agreement.



     (g) “Contribution Agreement” has the meaning assigned to such term in the recitals.



     (h) “Elba Express” has the meaning assigned to such term in the first paragraph of
this Agreement.



     (i) “Elba Express Subject Interest” has the meaning assigned to such term in the
recitals.



2









 





     (j) “El Paso” has the meaning assigned to such term in the first paragraph of this
Agreement.



     (k) “EP SNG” has the meaning assigned to such term in the first paragraph of this
Agreement.



     (l) “EPP GP” has the meaning assigned to such term in the first paragraph of this
Agreement.



     (m) “EPPP SNG” has the meaning assigned to such term in the first paragraph of this
Agreement.



     (n) “General Partner Units” has the meaning assigned to such term in the Partnership
Agreement.



     (o) “GP Cash Contribution” has the meaning assigned to such term in the recitals.



     (p) “Operating Company” has the meaning assigned to such term in the first paragraph
of this Agreement.



     (q) “Parties” has the meaning assigned to such term in the first paragraph of this
Agreement.



     (r) “Partnership” has the meaning assigned to such term in the first paragraph of this
Agreement.



     (s) “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of November 21, 2007, as amended by Amendment No. 1
thereto, dated as of July 28, 2008.



     (t) “SLNG” has the meaning assigned to such term in the first paragraph of this
Agreement.



     (u) “SLNG Subject Interest” has the meaning assigned to such term in the recitals.



     (v) “SNG” has the meaning assigned to such term in the first paragraph of this
Agreement.



     (w) “SNG Subject Interest” has the meaning assigned to such term in the recitals.



     (x) “Subject Interests” has the meaning assigned to such term in the recitals.



3









 





ARTICLE 2

CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS




     Section 2.1 Distribution by EP SNG of the SNG Subject Interest to El Paso. EP SNG hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers to El Paso, its
successors and assigns, for its and their own use forever, all right, title and interest in and to
the SNG Subject Interest, and El Paso hereby accepts such SNG Subject Interest from EP SNG.



     Section 2.2 Contribution by El Paso of the Subject Interests to the Operating Company. El Paso
hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the
Operating Company, its successors and assigns, for its and their own use forever, all right, title
and interest in and to the Subject Interests, and the Operating Company hereby accepts such Subject
Interests from El Paso.



     Section 2.3 Contribution by the Operating Company of the SNG Subject Interest to EPPP SNG.
Operating Company hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and
delivers to EPPP SNG, its successors and assigns, for its and their own use forever, all right,
title and interest in and to the SNG Subject Interest, and the Operating Company hereby accepts
such SNG Subject Interest from the Operating Company.



     Section 2.4 Payment of the Consideration. The Parties acknowledge that the Operating Company has
paid the Consideration to El Paso. El Paso hereby acknowledges receipt of the Consideration.



ARTICLE 3

FURTHER ASSURANCES




     Section 3.1 Further Assurances. From time to time after the Closing Time, and without any further
consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds,
assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other
documents, and will do all such other acts and things, all in accordance with applicable law, as
may be necessary or appropriate (a) to more fully assure that the applicable Parties own all of the
properties, rights, titles, interests, estates, remedies, powers and privileges granted by this
Agreement, or which are intended to be so granted, or (b) to more fully and effectively vest in the
applicable Parties and their respective successors and assigns beneficial and record title to the
interests contributed and assigned by this Agreement or intended so to be and to more fully and
effectively carry out the purposes and intent of this Agreement.



     Section 3.2 Other Assurances. From time to time after the Closing Time, and without any further
consideration, each of the Parties shall execute, acknowledge and deliver all such additional
instruments, notices and other documents, and will do all such other acts and things, all in
accordance with applicable law, as may be necessary or appropriate to more fully and effectively
carry out the purposes and intent of this Agreement. It is the express intent of the Parties that
the Partnership or its subsidiaries own the Subject Interests that are identified in this
Agreement.



4









 





ARTICLE 4

CLOSING TIME




     Notwithstanding anything contained in this Agreement to the contrary, none of the provisions
of Article 2 or Article 3 of this Agreement shall be operative or have any effect until the Closing
Time, at which time all the provisions of Article 2 and Article 3 of this Agreement shall be
effective and operative in accordance with Article 5, without further action by any Party hereto.



ARTICLE 5

MISCELLANEOUS




     Section 5.1 Order of Completion of Transactions. The transactions provided for in Article 2 and
Article 3 of this Agreement shall be completed immediately following the Closing Time in the
following order: first, the transactions provided for in Article 2 shall be completed in the order
set forth therein; and second, following the completion of the transactions as provided in Article
2, the transactions, if they occur, provided for in Article 3 shall be completed.



     Section 5.2 Headings; References; Interpretation. All Article and Section headings in this Agreement
are for convenience only and shall not be deemed to control or affect the meaning or construction
of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. All references herein to Articles and Sections shall,
unless the context requires a different construction, be deemed to be references to the Articles
and Sections of this Agreement. All personal pronouns used in this Agreement, whether used in the
masculine, feminine or neuter gender, shall include all other genders, and the singular shall
include the plural and vice versa. The use herein of the word “including” following any general
statement, term or matter shall not be construed to limit such statement, term or matter to the
specific items or matters set forth immediately following such word or to similar items or matters,
whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words
of similar import) is used with reference thereto, but rather shall be deemed to refer to all other
items or matters that could reasonably fall within the broadest possible scope of such general
statement, term or matter.



     Section 5.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors and assigns.



     Section 5.4 No Third Party Rights. The provisions of this Agreement are intended to bind the Parties
as to each other and are not intended to and do not create rights in any other person or confer
upon any other person any benefits, rights or remedies and no person is or is intended to be a
third party beneficiary of any of the provisions of this Agreement.



     Section 5.5 Counterparts. This Agreement may be executed in any number of counterparts, all of which
together shall constitute one agreement binding on the Parties hereto.



5









 





     Section 5.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Texas.



     Section 5.7 Severability. If any of the provisions of this Agreement are held by any court of
competent jurisdiction to contravene, or to be invalid under, the laws of any political body having
jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate
the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the
particular provision or provisions held to be invalid and an equitable adjustment shall be made and
necessary provision added so as to give effect to the intention of the Parties as expressed in this
Agreement at the time of execution of this Agreement.



     Section 5.8 Amendment or Modification. This Agreement may be amended or modified from time to time
only by the written agreement of all the Parties. Each such instrument shall be reduced to writing
and shall be designated on its face as an Amendment to this Agreement.



     Section 5.9 Integration. This Agreement and the instruments referenced herein supersede all previous
understandings or agreements among the Parties, whether oral or written, with respect to their
subject matter. This document and such instruments contain the entire understanding of the Parties
with respect to the subject matter hereof and thereof. No understanding, representation, promise or
agreement, whether oral or written, is intended to be or shall be included in or form part of this
Agreement unless it is contained in a written amendment hereto executed by the Parties hereto after
the date of this Agreement.



     Section 5.10 Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law,
this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and
interests referenced herein.



[Signature pages follow]




6









 





     IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto
as of the date first above written.



	 	 	 	 	 
	 	EL PASO PIPELINE PARTNERS, L.P.

 	 
	 	By:  	EL PASO PIPELINE GP COMPANY, L.L.C.,
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                 /s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EL PASO ELBA EXPRESS COMPANY, L.L.C.

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EL PASO SNG HOLDING COMPANY, L.L.C.

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EPPP SNG GP HOLDINGS, L.L.C.

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



[Signature page to Contribution, Conveyance and Assumption Agreement]





 









 





	 	 	 	 	 
	 	SOUTHERN LNG COMPANY, L.L.C.

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	SOUTHERN NATURAL GAS COMPANY

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EL PASO PIPELINE GP COMPANY, L.L.C.

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EL PASO CORPORATION

 	 
	 	By:  	/s/ D. Mark Leland
 	 
	 	 	Name:  	D. Mark Leland 	 
	 	 	Title:  	Executive Vice President 	 
	 



[Signature page to Contribution, Conveyance and Assumption Agreement]