exv10w4






Exhibit 10.4




SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

SOUTHERN LNG COMPANY, L.L.C.




A DELAWARE LIMITED LIABILITY COMPANY



November 19, 2010



PREAMBLE



          THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Southern LNG 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., (“Opco”) as sole member of this Company.




          WHEREAS, the Company was formed as a limited liability company under the Act (as hereinafter
defined) on February 4, 2010, pursuant to the filing of the Certificate of Formation of the Company
on February 4, 2010 and the execution of that certain Limited Liability Company Agreement dated as
of February 4, 2010 (the “Original Agreement”) by El Paso Corporation (“El Paso”);




          WHEREAS, the El Paso and Opco amended and restated the Original Agreement on March 30, 2010 by
entering into the 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
Opco;




          WHEREAS, Opco, as the sole Member of the Company, desires to amend and restate the 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, Opco hereby
agrees as follows:




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).



               “Agreement” means this Second 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.



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



               “Certificate” means the Certificate of Formation filed with the Secretary of State of
the State of Delaware on February 4, 2010, 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” means the limited liability company formed pursuant to this Agreement.



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



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



               “Member” means El Paso Pipeline Partners Operating Company, L.L.C., and any other
member or members admitted to the Company in accordance with this Agreement or any amendment or
restatement hereof.



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



          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.”






2









 








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 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 Delaware (the
“Effective Date”). The term of the Company shall continue until terminated as provided in Article
VIII hereof.




          SECTION 2.03. Principal Place of Business.
The principal place of business of the
Company shall be located at 1001 Louisiana, Houston, Texas 77002. The Member may establish other
offices at other locations.




          SECTION 2.04. 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.




          SECTION 2.05. 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.




ARTICLE III

CAPITAL CONTRIBUTIONS




          SECTION 3.01. Capital Contribution. The 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 Member shall
determine that additional funds or property are necessary or desirable to meet the obligations or
needs of the Company, the Member may make additional Capital Contributions.




          SECTION 3.03. Limitation on Liability. The liability of the Member shall be limited
to its Interest in the Company, and the 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 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.






3









 








ARTICLE IV

DISTRIBUTIONS




          SECTION 4.01. Distributions. Except as otherwise provided in the Act, all
Distributable Cash of the Company shall be distributed to the Member, or distributions in kind may
be made to the Member at such times as the Member shall determine.




ARTICLE V

BOOKS AND RECORDS




          SECTION 5.01. Books and Records. The 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 Member decides.




ARTICLE VI

MANAGEMENT OF THE COMPANY




          SECTION 6.01. Management. The management of the Company shall be under the direction
of the Member, who may, from time to time, designate one or more persons to be officers of the
Company, with such titles as the Member may determine, including those positions set forth in
Section 6.02.




          SECTION 6.02. Officers. Such of the following officers shall be elected as the
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 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 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
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 Member.




          (a) President. The President shall have general control of the business, affairs,




4









 







operations and property of the Company, subject to the supervision of the 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 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 Member.




          (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 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 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 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 Member; if
required, he shall give a bond for the faithful discharge of his duties, with such surety or
sureties as the 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 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 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




5









 







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 Member or the President or as may be provided by law. If no
Controller is elected by the Member, the Treasurer shall perform the duties of the office of
controller.




          (f) Tax Officer. The 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.




ARTICLE VII

TRANSFERS OF COMPANY INTERESTS




          SECTION 7.01. Transfers. The Member may, directly or indirectly, sell, assign,
transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest. Any Person
acquiring the Member’s Interest shall be admitted to the Company as a substituted Member with no
further action being required on the part of the Member.




ARTICLE VIII

DISSOLUTION AND TERMINATION




          SECTION 8.01. Dissolution. The Company shall be dissolved and its business wound up
upon the decision made at any time by the Member to dissolve the Company, or upon the occurrence of
any event of dissolution under the Act.




          SECTION 8.02. Liquidation. Upon dissolution, the Company’s business shall be
liquidated in an orderly manner. The 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 8.03. Distribution of Property. If in the discretion of the 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 to the Member, subject
to Section 18-804 of the Act.




ARTICLE IX

INDEMNIFICATION




          SECTION 9.01. 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 or officer of the Company, against judgments, fines




6









 







(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 9.02. 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 9.03. 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.




          SECTION 9.04. 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 9.05. 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 9.06. 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 Member or any
officer of the Company for, or with respect to, acts or omissions of such Member or officer
occurring prior to such amendment or repeal.





7









 








          SECTION 9.07. Not Exclusive. The foregoing shall not be exclusive of any other
rights to which the 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 Member or officers may be
entitled by contract or otherwise.




ARTICLE X

MISCELLANEOUS




          SECTION 10.01. Amendments and Consents. This Agreement may be modified or amended
only by the Member.




          SECTION 10.02. 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 Member.




          SECTION 10.03. 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 10.04. 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 10.05. 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 10.06. 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 10.07. 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 10.08. 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 in the Company shall be deemed to be a ‘security’ subject to the rules set
forth in Chapters 8 and 9 of the Texas Uniform Commercial Code and any similar Uniform Commercial
Code provision adopted by the States of New York or Delaware or any other relevant jurisdiction.




          IN WITNESS WHEREOF, this Limited Liability Company Agreement has been duly executed by El Paso
Pipeline Partners Operating Company, L.L.C., effective as of the 19th day of November, 2010.




8









 








	 	 	 	 	 
	 	EL PASO PIPELINE PARTNERS

OPERATING COMPANY, L.L.C.

 	 
	 	/s/ Marguerite Woung-Chapman
 	 
	 	Marguerite Woung-Chapman 	 
	 	Vice President 	 
	 




9