TO GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY June 29, 2011
Exhibit 3.A
SIXTH AMENDMENT
TO
OF
SOUTHERN NATURAL GAS COMPANY
June 29, 2011
SIXTH AMENDMENT
TO
OF
SOUTHERN NATURAL GAS COMPANY
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”).
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, El Paso SNG Holding Company, L.L.C., a
Delaware limited liability company (“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, the Agreement was amended
on March 14, 2011, to reflect the contribution, transfer and conveyance to EPPP SNG of an
additional 25% Percentage Interest in the Partnership such that EPPP SNG owned an 85% Partnership
Interest and EP SNG owned a 15% Partnership Interest; and
WHEREAS, pursuant to the Contribution Agreement dated June 29, 2011, and for good and valuable
consideration, EP SNG agreed to contribute, transfer and convey to EPPP CIG a 15% 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 EPPP CIG or its designee as a partner of SNGC owning a 15% 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 EPPP CIG or its designee as a partner of SNGC owning a 15% 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: EPPP CIG GP HOLDINGS, L.L.C. |
||||
By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: Vice President and Treasurer | ||||
EPPP SNG GP HOLDINGS, L.L.C. | ||||
By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: Vice President and Treasurer |
[Signature page to Sixth Amendment to Partnership Agreement of Southern Natural Gas Company]
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ANNEX I
Number of | ||||||||||||
Representatives | Identity of | |||||||||||
Partner Identity | Percentage | and Alternative | Identity of | Alternate | ||||||||
and Address | Interest | Representatives | Representatives | Representatives | Parent | |||||||
EPPP CIG GP
Holdings, L.L.C.
El Paso Building
0000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Attention:
|
15 | % | 1 Representative and up to 1 Alternate | Xxxxxx X. Xxxxxx | Xxxxxxx X. Xxxx | El Paso Pipeline Partners, L.P. | ||||||
EPPP SNG GP
Holdings, L.L.C.
El Paso Building
0000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Attention:
|
85 | % | 3 Representatives and up to 3 Alternates | Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx | El Paso Pipeline Partners, L.P. |