THIRD AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY June 29, 2011
Exhibit 3.A
THIRD AMENDMENT
TO
OF
June 29, 2011
THIRD AMENDMENT
TO
OF
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
2
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.
3
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. |
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| By: | /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: | /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]
ANNEX I
| Number of | ||||||||||||
| Representatives and | Identity of | |||||||||||
| Partner Identity | Percentage | Alternative | Identity of | Alternate | ||||||||
| and Address | Interest | Representatives | Representatives | Representatives | Parent | |||||||
El Paso Noric Investments III, L.L.C. El Paso Building 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 00000 Attention: |
14 | % | 1 Representative and up to 1 Alternate | Xxxxxx X. Xxxxxx | El Paso Corporation | |||||||
EPPP CIG GP Holdings, L.L.C. El Paso Building 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 00000 Attention: |
86 | % | 3 Representatives and up to 3 Alternates | Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxx |
El Paso Pipeline Partners, L.P. |
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