THIRD AMENDMENTTOGENERAL PARTNERSHIP AGREEMENTOFCOLORADO INTERSTATE GASCOMPANYJune 29, 2011

EX-10.4 5 exhibit10_4.htm EXHIBIT 10.4 - THIRD AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY 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.