SECOND AMENDMENT
TO
GENERAL
PARTNERSHIP AGREEMENT
OF
COLORADO
INTERSTATE GAS COMPANY
July 24,
2009
SECOND
AMENDMENT
TO
GENERAL
PARTNERSHIP AGREEMENT
OF
COLORADO
INTERSTATE GAS COMPANY
This SECOND
AMENDMENT to GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE
GAS COMPANY (the “ Amendment ”), is made
and entered into as of this 24 th
day
of July, 2009, by El Paso Noric Investments III, L.L.C. , a
Delaware limited liability company (“ EP Nori
c”), 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’s owns a 40% Partnership Interest and EP Noric’s
owns a 60% Partnership Interest; and
WHEREAS,
pursuant to the Contribution Agreement (the “
Contribution Agreement ”) dated July 24, 2009,
and for good and valuable consideration, EP Noric agreed to
contribute, transfer and convey to EPPP CIG an additional 18%
Percentage Interest in the Partnership; 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 a 58% 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.
Section 6.2(h)
of the Agreement shall be deleted in its entirety and shall be
replaced with the following new Section 6.2(h):
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Matters
Requiring Management Committee Approval.
Except
as expressly provided elsewhere in this Agreement, none of the
following actions may be taken by, or on behalf of the Partnership,
without first obtaining the vote of the Management Committee or
Partners described below:
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(i)
Unanimous Interest. The following actions shall
require the approval of all Representatives or Partners:
(A) to
the fullest extent permitted by law, dissolution of the Partnership
under Section 11.1(a) ;
(B) to
the fullest extent permitted by law, causing or permitting the
Partnership to become Bankrupt (but this provision is not intended
to require, nor shall it be construed to require, any Partner to
ensure the profitability or solvency of the
Partnership);
(C) causing
the Partnership to mortgage or pledge any of its properties or
assets with a value exceeding a total of $225 million to secure the
payment or performance of any obligation for the repayment of
borrowed money or any guarantee of such repayment;
(D) the
commencement before the FERC, or the resolution through settlement,
stipulation or other consensual means, in whole or in part, before
the FERC (or before any United States Court of Appeals on an appeal
of an order of the FERC), of any proceeding or controversy,
including any NGA Section 4 (15 U.S.C. Section 717(c))
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