EXHIBIT 1.1 $400,000,000 MILLION PRINCIPAL AMOUNT SOUTHERN NATURAL GAS COMPANY 8.875% SENIOR NOTES DUE 2010 PURCHASE AGREEMENTPurchase Agreement • March 5th, 2003 • Southern Natural Gas Co • Natural gas transmission • New York
TOFirst Supplemental Indenture • September 30th, 1997 • Southern Natural Gas Co • Natural gas transmission
SOUTHERN NATURAL GAS COMPANY 8% NOTES DUE MARCH 1, 2032 UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2002 • Southern Natural Gas Co • Natural gas transmission • New York
EXHIBIT 1 UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 1998 • Southern Natural Gas Co • Natural gas transmission • New York
The underwriters named below (such underwriters being herein called the "Underwriters") understand that Southern Natural Gas Company, a Delaware corporation (the "Company"), proposes to issue and sell $100,000,000 aggregate principal amount of 6.125% Notes due September 15, 2008 (the "Purchased Securities"), registered on Registration Statement No. 333-47959 (the "Registration Statement"). Subject to the terms and conditions set forth herein and incorporated by reference herein and referred to below, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the principal amount of such Purchased Securities set forth opposite their names at 98.881% of their principal amount.
1 EXHIBIT 1.1 SOUTHERN NATURAL GAS COMPANY 7.35% Notes Due 2031 UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2001 • Southern Natural Gas Co • Natural gas transmission • New York
DEBT SECURITIESUnderwriting Agreement • March 13th, 1998 • Southern Natural Gas Co • Natural gas transmission • New York
dated as of March 5, 2003 amongRegistration Rights Agreement • March 5th, 2003 • Southern Natural Gas Co • Natural gas transmission • New York
ISSUER ANDSecond Supplemental Indenture • February 14th, 2001 • Southern Natural Gas Co • Natural gas transmission • New York
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION...Trust Indenture • June 4th, 2003 • Southern Natural Gas Co • Natural gas transmission
--------------------- SOUTHERN NATURAL GAS COMPANY (Exact name of obligor as specified in its charter) DELAWARE 63-0196650 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) EL PASO BUILDING 77002 1001 LOUISIANA STREET (Zip code) HOUSTON, TEXAS (Address of principal executive offices)
EXHIBIT 99.6 SOUTHERN NATURAL GAS COMPANY EL PASO BUILDING 1001 LOUISIANA STREET HOUSTON, TEXAS 77002 EXCHANGE AGENT AGREEMENT Deutsche Bank Trust Company Americas Corporate Trust and Agency Group 60 Wall Street New York, NY 10005 Attention: Corporate...Exchange Agent Agreement • June 4th, 2003 • Southern Natural Gas Co • Natural gas transmission • New York
EXHIBIT 4.1 SOUTHERN NATURAL GAS COMPANY, as Company and THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of March 5, 2003 Series A and Series B 8 7/8% Notes due 2010 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCEIndenture • March 5th, 2003 • Southern Natural Gas Co • Natural gas transmission • New York
REGISTRATION RIGHTS AGREEMENT dated as of March 26, 2007 among SOUTHERN NATURAL GAS COMPANY and BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLCRegistration Rights Agreement • March 28th, 2007 • Southern Natural Gas Co • Natural gas transmission • New York
This Agreement is made pursuant to the Purchase Agreement dated March 14, 2007, by and among the Company and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 principal amount of its 5.90% Notes due 2017 (the “Securities”). The Securities are to be issued under an indenture, dated as of June 1, 1987 (the “Base Indenture”), as supplemented and amended by (i) the First Supplemental Indenture thereto dated as of September 30, 1997 (the “First Supplemental Indenture”), (ii) the Second Supplemental Indenture thereto dated as of February 13, 2001 (the “Second Supplemental Indenture”) and (iii) the Third Supplemental Indenture thereto dated as of the Closing Date (as defined herein) (the “Third Supplemental Indenture”) between the Company and The Bank of New York Trust Company, N.A., as Trustee. The Base Indenture, as supplemented by the First Supplemental Indenture, Second Supplemental Indenture and Third S
AMENDED AND RESTATED SECURITY AGREEMENT dated as of November 23, 2004 among EL PASO CORPORATION, THE PERSONS REFERRED TO HEREIN AS PIPELINE COMPANY BORROWERS, THE PERSONS REFERRED TO HEREIN AS SUBSIDIARY GRANTORS and JPMORGAN CHASE BANK, N.A....Security Agreement • November 29th, 2004 • Southern Natural Gas Co • Natural gas transmission • New York
ANR PIPELINE COMPANY, a Delaware corporation (“ANR”), COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (“CIG”), EL PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (“TGPC”) (ANR, CIG, EPNGC and TGPC, collectively, the “Pipeline Company Borrowers” and, together with the Company, the “Borrowers”);
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOUTHERN NATURAL GAS COMPANY, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY PREAMBLELimited Liability Company Agreement • August 8th, 2011 • Southern Natural Gas Company, L.L.C. • Natural gas transmission • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Southern Natural Gas Company, L.L.C. (the “Company”) is entered into effective as of the 1st day of August, 2011, by El Paso Pipeline Partners Operating Company, L.L.C. (the “Member”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 23, 2004 among EL PASO CORPORATION, ANR PIPELINE COMPANY,Credit Agreement • November 29th, 2004 • Southern Natural Gas Co • Natural gas transmission • New York
AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT made by CERTAIN SUBSIDIARIES OF EL PASO CORPORATION in favor of JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as Collateral Agent, for the benefit of the Secured Parties referred...Subsidiary Guarantee Agreement • November 29th, 2004 • Southern Natural Gas Co • Natural gas transmission • New York
This AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT (this “Agreement”), dated as of November 23, 2004, made by each of the signatories hereto (each individually, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), in favor of JPMorgan Chase Bank, N.A. (“JPMCB”) (formerly known as JPMorgan Chase Bank), as Collateral Agent (in such capacity, the “Collateral Agent”) for the ratable benefit of (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Amended and Restated Credit Agreement, dated as of November 23, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among El Paso Corporation, a Delaware corporation (the “Company”), certain of its Subsidiaries as Pipeline Company Borrowers (the “Pipeline Company Borrowers”), the Lenders and JPMCB, as administrative agent and collateral agent thereunder, and (ii) the other Secured Parties (as defined in the Security Agreemen
RECEIVABLES PURCHASE AGREEMENT dated as of October 6, 2006 among SNG FUNDING COMPANY, L.L.C., as Seller, SOUTHERN NATURAL GAS COMPANY, as Servicer, STARBIRD FUNDING CORPORATION as the initial Conduit Investor and Committed Investor, THE OTHER...Receivables Purchase Agreement • October 13th, 2006 • Southern Natural Gas Co • Natural gas transmission • New York
FIRST TIER RECEIVABLES SALE AGREEMENT dated as of October 6, 2006 between SOUTHERN NATURAL GAS COMPANY, as Originator and SNG FINANCE COMPANY, L.L.C., as BuyerReceivables Sale Agreement • October 13th, 2006 • Southern Natural Gas Co • Natural gas transmission • Texas
THIS FIRST TIER RECEIVABLES SALE AGREEMENT, dated as of October 6, 2006, is by and between SOUTHERN NATURAL GAS COMPANY, a Delaware corporation (“Originator”), and SNG FINANCE COMPANY, L.L.C., a Delaware limited liability company (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in, or as otherwise provided in, Exhibit I.
SECOND TIER RECEIVABLES SALE AGREEMENT dated as of October 6, 2006 between SNG FINANCE COMPANY, L.L.C., as Seller and SNG FUNDING COMPANY, L.L.C., as BuyerReceivables Sale Agreement • October 13th, 2006 • Southern Natural Gas Co • Natural gas transmission • Texas
THIS SECOND TIER RECEIVABLES SALE AGREEMENT, dated as of October 6, 2006, is by and between SNG FINANCE COMPANY, L.L.C., a Delaware limited liability (“Finance LLC”), and SNG FUNDING COMPANY, L.L.C., a Delaware limited liability company (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in, or as otherwise provided in, Exhibit I.
ContractSupplemental Indenture • March 28th, 2007 • Southern Natural Gas Co • Natural gas transmission • New York
THIRD SUPPLEMENTAL INDENTURE, DATED AS OF MARCH 26, 2007 (HEREIN CALLED THE “THIRD SUPPLEMENTAL INDENTURE”), BETWEEN SOUTHERN NATURAL GAS COMPANY, A DELAWARE CORPORATION (HEREIN CALLED THE “COMPANY”), HAVING ITS PRINCIPAL OFFICE AT 1001 LOUISIANA STREET, HOUSTON, TEXAS 77002 AND THE BANK OF NEW YORK TRUST COMPANY, N.A., A NATIONAL BANKING ASSOCIATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES, AS TRUSTEE UNDER THE INDENTURE REFERRED TO BELOW (HEREIN CALLED THE “TRUSTEE”).
THIRD AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY June 30, 2010General Partnership Agreement • August 6th, 2010 • Southern Natural Gas Co • Natural gas transmission
This THIRD AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the “Amendment”), is made and entered into as of this 30th day of June, 2010, 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”).
TO GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY March 14, 2011General Partnership Agreement • May 9th, 2011 • Southern Natural Gas Co • Natural gas transmission • Delaware
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”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOUTHERN NATURAL GAS COMPANY, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY PREAMBLELimited Liability Company Agreement • February 27th, 2012 • Southern Natural Gas Company, L.L.C. • Natural gas transmission • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Southern Natural Gas Company, L.L.C. (the “Company”) is entered into effective as of the 14th day of February, 2012, by El Paso Pipeline Partners Operating Company, L.L.C. (the “Member”).
SOUTHERN NATURAL GAS COMPANY, as Company and THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of March 5, 2003 Series A and Series B 8 7/8% Notes due 2010Indenture • February 26th, 2010 • Southern Natural Gas Co • Natural gas transmission • New York
INDENTURE dated as of March 5, 2003 between Southern Natural Gas Company, a Delaware corporation (the "Company") and The Bank of New York, a New York banking corporation, as trustee (the "Trustee").
GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY November 1, 2007General Partnership Agreement • November 7th, 2007 • Southern Natural Gas Co • Natural gas transmission • Delaware
This GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY, dated as of November 1, 2007 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by EP 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. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below.
SECOND AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY June 23, 2010General Partnership Agreement • August 6th, 2010 • Southern Natural Gas Co • Natural gas transmission
This SECOND AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the “Amendment”), is made and entered into as of this 23rd day of June, 2010, 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”).
SOUTHERN NATURAL GAS COMPANY as Issuer SOUTHERN NATURAL ISSUING CORPORATION as Co-issuer WILMINGTON TRUST COMPANY as Original Trustee and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Series Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of November 1,...Sixth Supplemental Indenture • November 7th, 2007 • Southern Natural Gas Co • Natural gas transmission • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of November 1, 2007 (this "Sixth Supplemental Indenture"), among (i) SOUTHERN NATURAL GAS COMPANY, a Delaware corporation (the "Company"), (ii) SOUTHERN NATURAL ISSUING CORPORATION, a Delaware corporation ("Finance Corp"), (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the Indenture referred to below except as otherwise provided below (in such capacity, the "Original Trustee") (as successor-in-interest to JPMorgan Chase Bank, National Association, successor to Manufacturers Hanover Trust Company, pursuant to the Instrument of Resignation, Appointment and Acceptance, dated as of February 27, 2003 (the "2003 Resignation and Appointment")), and (iv) THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee under the Indenture referred to below with respect to the series of Securities designated 5.90% Notes Due 2017 issued pursuant to the Third Supplemental Indenture (as defined below) (in s
REGISTRATION RIGHTS AGREEMENT dated as of June 7, 2011 among SOUTHERN NATURAL GAS COMPANY, SOUTHERN NATURAL ISSUING CORPORATION and RBS SECURITIES INC. BNP PARIBAS SECURITIES CORP. SCOTIA CAPITAL (USA) INC. SG AMERICAS SECURITIES, LLC UNICREDIT...Registration Rights Agreement • June 9th, 2011 • Southern Natural Gas Co • Natural gas transmission • New York
This Agreement is entered into pursuant to the Purchase Agreement, dated June 2, 2011, by and among the Issuers, EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company, El Paso SNG Holding Company, L.L.C., a Delaware limited liability company, and the Initial Purchasers (the “Purchase Agreement”), which provides for the issuance and sale by the Issuers to the Initial Purchasers of $300,000,000 aggregate principal amount of their 4.40% Notes due 2021 (the “Securities”). The Securities are to be issued under an indenture, dated as of June 1, 1987 (the “Base Indenture”), as supplemented and amended by (i) the First Supplemental Indenture thereto dated as of September 30, 1997 (the “First Supplemental Indenture”), (ii) the Second Supplemental Indenture thereto dated as of February 13, 2001 (the “Second Supplemental Indenture”), (iii) the Third Supplemental Indenture thereto dated as of March 26, 2007 (the “Third Supplemental Indenture”), (iv) the Fourth Supplemental Indenture t
AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 2nd, 2009 • Southern Natural Gas Co • Natural gas transmission • New York
AMENDMENT NO. 4, dated as of October 31, 2008 (the “Effective Date”), to the RECEIVABLES PURCHASE AGREEMENT dated as of October 6, 2006 and amended by Amendment No. 1 dated as of December 1, 2006, Amendment No. 2 dated as of October 4, 2007 and Amendment No. 3 dated October 2, 2008 (as so amended, the “Agreement”), among SNG FUNDING COMPANY, L.L.C., a Delaware limited liability company, SOUTHERN NATURAL GAS COMPANY, a Delaware corporation, as initial Servicer, STARBIRD FUNDING CORPORATION and the other funding entities from time to time party hereto as Investors, BNP PARIBAS, NEW YORK BRANCH, and the other financial institutions from time to time party hereto as Managing Agents, and BNP PARIBAS, NEW YORK BRANCH, as Program Agent.
FOURTH AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY November 19, 2010General Partnership Agreement • November 24th, 2010 • Southern Natural Gas Co • Natural gas transmission • Delaware
This FOURTH AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the “Amendment”), is made and entered into as of this 19th day of November, 2010, 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”).
AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • November 5th, 2007 • Southern Natural Gas Co • Natural gas transmission • New York
AMENDMENT NO. 2, dated as of October 4, 2007, to the RECEIVABLES PURCHASE AGREEMENT dated as of October 6, 2006 and amended by Amendment No. 1 dated as of December 1, 2006 (the “Amended Agreement”), among SNG FUNDING COMPANY, L.L.C., a Delaware limited liability company, SOUTHERN NATURAL GAS COMPANY, a Delaware corporation, as initial Servicer, STARBIRD FUNDING CORPORATION and the other funding entities from time to time party hereto as Investors, BNP PARIBAS, NEW YORK BRANCH, and the other financial institutions from time to time party hereto as Managing Agents, and BNP PARIBAS, NEW YORK BRANCH, as Program Agent.
TO GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY June 29, 2011General Partnership Agreement • August 8th, 2011 • Southern Natural Gas Company, L.L.C. • Natural gas transmission • Delaware
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”).
ContractSeventh Supplemental Indenture • June 9th, 2011 • Southern Natural Gas Co • Natural gas transmission • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of June 7, 2011 (this “Seventh Supplemental Indenture”), among (i) SOUTHERN NATURAL GAS COMPANY, a Delaware general partnership (the “Company”), (ii) SOUTHERN NATURAL ISSUING CORPORATION, a Delaware corporation (“SNI” and, together with the Company, the “Issuers”), and (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the Original Indenture referred to below (the “Trustee”) (as successor-in-interest to JPMorgan Chase Bank, National Association, successor to Manufacturers Hanover Trust Company, pursuant to the Instrument of Resignation, Appointment and Acceptance, dated as of February 27, 2003 (the “2003 Resignation and Appointment”)).
Southern Natural Gas Company Southern Natural Issuing Corporation PURCHASE AGREEMENT June 2, 2011Purchase Agreement • June 9th, 2011 • Southern Natural Gas Co • Natural gas transmission • New York
FIRST AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY September 30, 2008General Partnership Agreement • October 6th, 2008 • Southern Natural Gas Co • Natural gas transmission
This FIRST AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY (the “Amendment”), is made and entered into as of this 30th day of September, 2008, 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”).
