General Partnership Agreement

Fifth Amendment to General Partnership Agreement of Southern Natural Gas Company


 EXHIBIT 10.3
 
 
 
FIFTH AMENDMENT
 
TO
 
 
OF
 
SOUTHERN NATURAL GAS COMPANY
 
March 14, 2011
 
 
 
 

 
 
 
 

 
 
 
 
FIFTH AMENDMENT
 
TO
 
 
OF
 
SOUTHERN NATURAL GAS COMPANY
 
 
This FIFTH AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the “Amendment”), is made and entered into as of this 14th day of March, 2011, by El Paso SNG Holding Company, L.L.C., a Delaware limited liability company (“EP SNG”), 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, 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, and for good and valuable consideration, EP SNG agreed to contribute, transfer and convey to EPPP SNG an additional 25% 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 El Paso Pipeline Partners, L.P., a Delaware limited partnership, or its designee as a partner of SNGC owning an 85% 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 El Paso Pipeline Partners, L.P., a Delaware limited partnership, or its designee as a partner of SNGC owning an 85% 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:
 
 
 
EL PASO SNG HOLDING COMPANY, L.L.C.
 
     
     
       
 
By:
     /s/ John R. Sult  
    Name:   John R. Sult  
    Title:   Executive Vice President and Chief Financial Officer  
 
 
 
 
EPPP SNG GP HOLDINGS, L.L.C.
 
     
     
       
 
By:
     /s/ John J. Hopper  
    Name:   John J. Hopper  
    Title:   Vice President and Treasurer  
 






[Signature page to Fifth 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
El Paso SNG Holding Company, L.L.C.
El Paso Building
1001 Louisiana
Houston, Texas 77002
Attention: ______
 
 15%
 
1 Representative
and up to 1
Alternate
 
 
 
 
William G. Cope
 
 
El Paso Corporation
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.