FIRST AMENDMENT TO GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY September 30, 2008
EXHIBIT
3.A
FIRST
AMENDMENT
TO
OF
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”).
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 (the “Contribution
Agreement”) dated September 17, 2008, and for good and valuable
consideration, EP SNG agreed to contribute, transfer and convey to EPPP SNG a
15% Percentage Interest in 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 a 25%
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 on 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 a 25%
Partnership Interest and having all of the rights, privileges and obligations
relating thereto, including the right to vote on Partnership
matters.
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/
Xxxx X. Xxxx
Name: Xxxx
X. Xxxx
Title: Senior
Vice President
EPPP
SNG GP HOLDINGS, L.L.C.
By: s/
Xxxx X. Xxxxxx
Name: Xxxx
X. Xxxxxx
Title: Vice
President
[Signature
page to First Amendment to Partnership Agreement of Southern Natural Gas
Company]
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
0000
Xxxxxxxxx
Xxxxxxx,
Xxxxx 00000
Attention:
______
|
75%
|
3
Representatives
and
up to 3 Alternates
|
Xxxxxx
X. Xxxxxx
Xxxxxx
X. Xxxxxx
Xxxxxxx
X. Xxxxxxxx
|
Xxxxxxx X. Xxxx
_____________
_____________
|
El Paso Corporation
|
|
EPPP
SNG GP Holdings, L.L.C.
El
Paso Building
0000
Xxxxxxxxx
Xxxxxxx,
Xxxxx 00000
Attention:
______
|
25%
|
1
Representative
1
Alternate
|
Xxxxx X. Xxxxxxx
|
_____________
|
El Paso Pipeline Partners, L.P.
|
