THIRD AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY June 29, 2011
EXHIBIT 10.4
THIRD AMENDMENT
TO
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”).
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, 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.
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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PARTNERS:
EL PASO NORIC INVESTMENTS III, L.L.C.
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By:
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/s/ Xxxx X. Xxxxxxx | ||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Vice President and Controller |
EPPP CIG GP HOLDINGS, L.L.C.
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By:
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/s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | |||
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
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Percentage
Interest
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Number of
Representatives
and Alternative Representatives
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Identity of Representatives
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Identity of
Alternate Representatives
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Parent
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El Paso Noric Investments III, L.L.C.
El Paso Building
0000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: ______
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14%
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1 Representative
and up to 1
Alternate
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Xxxxxx X. Xxxxxx
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______________
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El Paso Corporation
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EPPP CIG GP Holdings, L.L.C.
El Paso Building
0000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: ______
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86%
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3 Representatives
and up to
3 Alternates
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Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxx
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______________
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