0001260349-05-000021 Sample Contracts

SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. c/o AIG Highstar Capital, L.P. New York, NY 10022
Employment Agreement • August 17th, 2005 • Southern Star Central Corp • Natural gas transmission • Delaware

This letter (referred to herein as the “Agreement”) when signed by both of us, sets forth in its entirety the terms and conditions upon which you, Beverly H. Griffith (“you” or the “Executive”) will be employed by Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”).

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • August 17th, 2005 • Southern Star Central Corp • Natural gas transmission • New York

THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2005, by and between Southern Star Central Corp., a Delaware corporation (“SSCC”), EFS-SSCC Holdings, LLC, a Delaware limited liability company (“Holdings”) (SSCC and Holdings collectively, the “Companies”), and EFS Services, LLC, a Delaware limited liability company (“Service Provider”).

RECAPITALIZATION AGREEMENT
Recapitalization Agreement • August 17th, 2005 • Southern Star Central Corp • Natural gas transmission • New York

THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is made as of this 11th day of August 2005, by and between EFS-SSCC Holdings, LLC, a Delaware Limited Liability Company (“Holdings”), and Southern Star Central Corp., a Delaware corporation (the “Company”).

Amendment to Employment Agreement by and between Jerry L. Morris and Southern Star Central Corporation and Southern Star Central Gas Pipeline, Inc.
Employment Agreement • August 17th, 2005 • Southern Star Central Corp • Natural gas transmission

WHEREAS, Jerry L. Morris (the “Executive”) and Southern Star Central Corporation (the “Company”) and Southern Star Central Gas Pipeline, Inc. (“SSCGP”) entered into an employment agreement dated May 13, 2005 (the “Employment Agreement”);

OPERATING COMPANY SERVICES AGREEMENT
Operating Company Services Agreement • August 17th, 2005 • Southern Star Central Corp • Natural gas transmission • New York

THIS OPERATING COMPANY SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2005, by and between Southern Star Central Gas Pipeline, Inc., a Delaware corporation (“Central”), Western Frontier Pipeline Company, L.L.C., a Delaware limited liability company (“Frontier”) (Central and Frontier collectively, the “Operating Companies”), and EFS Services, LLC, a Delaware limited liability company (“Service Provider”).

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