exhibit10_3.htm








 EXHIBIT 10.3




 



 


 


 


 


 


 


SIXTH AMENDMENT


 


 


TO


 


 


GENERAL PARTNERSHIP AGREEMENT


 


 


OF


 


 


SOUTHERN NATURAL GAS COMPANY


 


 


 


 


June 29, 2011




 


 


 


 




 


 


 


 


 




  





  











  








 



 


SIXTH AMENDMENT


 


TO


 


GENERAL PARTNERSHIP AGREEMENT


 


OF


 


SOUTHERN NATURAL GAS COMPANY


 


This SIXTH AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the “Amendment”), is made and entered into as of this 29th day of June, 2011, by EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP CIG”), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP SNG”), each as a general partner of the Partnership (collectively, “the Partners”).


 


 


WITNESSETH:


 


WHEREAS, Southern Natural Gas Company (“SNGC”), 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”), SNGC 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 SNGC commenced its existence as a Delaware corporation; and


 


WHEREAS, pursuant to the General Partnership Agreement of Southern Natural Gas Company (the “Agreement”) and the Conversion, the stockholders of SNGC, El Paso SNG Holding Company, L.L.C., a Delaware limited liability company (“EP SNG”) and EPPP SNG, became general partners of the Partnership, all of the issued and outstanding shares of capital stock in SNGC were converted into Partnership Interests in the Partnership, and the stockholders of SNGC 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 the 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 SNG of a 15% Percentage Interest in the Partnership such that EPPP SNG owned a 25% Partnership Interest and EP SNG owned a 75% Partnership Interest; and


 


WHEREAS, pursuant to the Contribution Agreement dated June 17, 2010, the Agreement was amended on June 23, 2010, and again on June 30, 2010, to reflect the contribution, transfer and conveyance to EPPP SNG of an additional 16% Percentage Interest, and an additional 4% Percentage Interest, respectively, in the Partnership such that EPPP SNG owned a 45% Partnership Interest and EP SNG owned a 55% Partnership Interest; and


 


 




  





  











  






 


WHEREAS, pursuant to the Contribution Agreement dated November 12, 2010, the Agreement was amended on November 19, 2010, to reflect the contribution, transfer and conveyance to EPPP SNG of an additional 15% Percentage Interest in the Partnership such that EPPP SNG owned a 60% Partnership Interest and EP SNG owned a 40% Partnership Interest; and


 


WHEREAS, pursuant to the Contribution Agreement dated March 4, 2011, the Agreement was amended on March 14, 2011, to reflect the contribution, transfer and conveyance to EPPP SNG of an additional 25% Percentage Interest in the Partnership such that EPPP SNG owned an 85% Partnership Interest and EP SNG owned a 15% Partnership Interest; and


 


WHEREAS, pursuant to the Contribution Agreement dated June 29, 2011, and for good and valuable consideration, EP SNG agreed to contribute, transfer and convey to EPPP CIG a 15% Partnership Interest in the Partnership; and


 


WHEREAS, in accordance with Section 3.4 of the Agreement, the Partners and the Management Committee of SNGC have expressly approved and consented (and do hereby expressly approve and consent) to the admission of EPPP CIG or its designee as a partner of SNGC owning a 15% 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 SNGC have expressly approved and consented (and do hereby expressly approve and consent) to the admission of EPPP CIG or its designee as a partner of SNGC owning a 15% Partnership Interest and having all of the rights, privileges and obligations relating thereto, including the right to vote on Partnership matters.


 


3.           This Amendment shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all right and remedies being governed by said laws.


 






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



 


 








	 	

PARTNERS:


 


 


 


EPPP CIG GP HOLDINGS, 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 Sixth Amendment to Partnership Agreement of Southern Natural 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




	

EPPP CIG GP Holdings, L.L.C.


El Paso Building


1001 Louisiana


Houston, Texas 77002


Attention: ______



	 	
 15%

	 	
1 Representative


and up to 1


Alternate

	 	
Daniel B. Martin


 


 

	 	
William G. Cope


 

	 	
El Paso Pipeline Partners, L.P.


	

EPPP SNG GP Holdings, L.L.C.


El Paso Building


1001 Louisiana


Houston, Texas 77002


Attention: ______



	 	
 85%

	 	
3 Representatives


and up to


3 Alternates

	 	
James C. Yardley


Norman G. Holmes


Michael J. Varagona

	 	
______________

	 	
El Paso Pipeline Partners, L.P.