exhibit10_4.htm








 EXHIBIT 10.4




 



 


 


 


 


 


 


 


 


THIRD AMENDMENT


 


 


TO


 


 


GENERAL PARTNERSHIP AGREEMENT


 


 


OF


 


 


COLORADO INTERSTATE GAS COMPANY


 


 


 


June 29, 2011


 


 




 


 


 


 








  





  











  











 


THIRD AMENDMENT


 


TO


 


GENERAL PARTNERSHIP AGREEMENT


 


OF


 


COLORADO INTERSTATE GAS COMPANY


 


This THIRD AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY (the “Amendment”), is made and entered into as of this 29th day of June, 2011, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“EP Noric”), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP CIG”), each as a general partner of the Partnership (collectively, “the Partners”).


 


 


WITNESSETH:


 


WHEREAS, Colorado Interstate Gas Company (“CIGC”), a Delaware corporation, owned and operated an interstate natural gas pipeline system and, through its subsidiaries, conducted other businesses; and


 


WHEREAS, in accordance with Section 266 of the Delaware General Corporation Law (“DGCL”) and Section 15-901 of the Delaware Revised Uniform Partnership Act (“DRUPA”), CIGC was converted (the “Conversion”) into a Delaware general partnership (the “Partnership”), with the Partnership’s existence deemed in accordance with DRUPA Section 15 901(d) to have commenced on the date that CIGC commenced its existence as a Delaware corporation; and


 


WHEREAS, pursuant to the General Partnership Agreement of Colorado Interstate Gas Company (the “Agreement”) and the Conversion, the stockholders of CIGC, EP Noric and EPPP CIG, became general partners of the Partnership, all of the issued and outstanding shares of capital stock in CIGC were converted into Partnership Interests in the Partnership, and the stockholders of CIGC became the owners of all of the Partnership Interests in the Partnership, each holding the Percentage Interest set forth opposite its name on Annex I to the Agreement; and


 


WHEREAS, pursuant to a Contribution and Exchange Agreement dated September 17, 2008, the Agreement was amended on September 30, 2008 to reflect the contribution, transfer and conveyance to EPPP CIG of a 30% Percentage Interest in the Partnership such that EPPP CIG owned a 40% Partnership Interest and El Paso Noric owned a 60% Partnership Interest; and


 


WHEREAS, pursuant to a Contribution Agreement dated July 24, 2009, the Agreement was amended on July 24, 2009 to reflect the contribution, transfer and conveyance to EPPP CIG of an additional 18% Percentage Interest in the Partnership such that EPPP CIG owned a 58% Partnership Interest and EP Noric owned a 42% Partnership Interest; and


 


 




  





  











  






 


WHEREAS, pursuant to a Contribution Agreement dated June 29, 2011, and for good and valuable consideration, EP Noric agreed to contribute, transfer and convey to EPPP CIG an additional 28% Percentage Interest in the Partnership such that EPPP CIG owns an 86% Percentage Interest and EP Noric owns a 14% Percentage Interest; and


 


WHEREAS, in accordance with Section 3.4 of the Agreement, the Partners and the Management Committee of CIGC have expressly approved and consented (and do hereby expressly approve and consent) to the admission of El Paso Pipeline Partners, L.P., a Delaware limited partnership, or its designee as a partner of CIGC owning an 86% Partnership Interest and having all of the rights, privileges and obligations relating thereto, including the right to vote on Partnership matters.


 


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners hereby agree:


 


1. Annex I to the Agreement shall be deleted in its entirety and shall be replaced with the attached Annex I.


 


2. In accordance with Section 3.4 of the Agreement, the Partners and the Management Committee of CIGC have expressly approved and consented (and do hereby expressly approve and consent) to the admission of El Paso Pipeline Partners, L.P., a Delaware limited partnership, or its designee as a partner of CIGC owning an 86% Partnership Interest and having all of the rights, privileges and obligations relating thereto, including the right to vote on Partnership matters.


 


 






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IN WITNESS WHEREOF, the Partners have executed this Amendment as of the date first set forth above.



 


 








	 	

PARTNERS:


 


 


 


EL PASO NORIC INVESTMENTS III, L.L.C.



	 
	 	 	 
	 	 	 
	 	 	 	 
	
 

	
By:

	     /s/ Rosa P. Jackson	 
	 	 	Name: 	 Rosa P. Jackson	 
	 	 	Title: 	 Vice President and Controller	 







 


 





















	 	

EPPP CIG GP HOLDINGS, L.L.C.



	 
	 	 	 
	 	 	 
	 	 	 	 
	
 

	
By:

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





























 


































[Signature page to Third Amendment to Partnership Agreement of Colorado Interstate Gas Company]












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ANNEX I


 








	

Partner Identity


and Address



	 	

Percentage


Interest



	 	

Number of


Representatives


and Alternative Representatives



	 	

Identity of Representatives



	 	

Identity of


Alternate Representatives



	 	

Parent




	


El Paso Noric Investments III, L.L.C.


El Paso Building


1001 Louisiana


Houston, Texas 77002


Attention: ______





	 	
 14%

	 	
1 Representative


and up to 1


Alternate

	 	
Daniel B. Martin


 


 

	 	

______________



	 	
El Paso Corporation


	


EPPP CIG GP Holdings, L.L.C.


El Paso Building


1001 Louisiana


Houston, Texas 77002


Attention: ______





	 	
 86%

	 	
3 Representatives


and up to


3 Alternates

	 	
James C. Yardley



James J. Cleary


Thomas L. Price



	 	
______________

	 	
El Paso Pipeline Partners, L.P.