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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): November 21, 2007
 El Paso Pipeline Partners, L.P.
  Delaware
    
    001-33825
    
    26-0789784(State or other jurisdiction of 
incorporation)
    
    (Commission
File Number)
    
    (IRS Employer
Identification No.)El Paso Building 
1001 Louisiana StreetHouston, Texas
    
    
    
    77002(Address of principal executive offices)
    
    
    
    (Zip Code)
 (713) 420-2600
 Not Applicable
   o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))




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Item 1.01 Entry into a Material Definitive Agreement.
 General
   Credit Agreement
     
    
    prohibiting our unregulated restricted subsidiaries that guarantee the Credit Agreement
and our regulated restricted subsidiaries from creating or incurring indebtedness (except
for certain specified permitted indebtedness) if such




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incurrence would cause such subsidiarys ratio of consolidated indebtedness to consolidated
EBITDA (as defined) to exceed 5.00 to 1.00;
 
    
Prohibiting our unregulated restricted subsidiaries that do not guarantee the Credit
Agreement from creating or incurring indebtedness (except for certain specified permitted
indebtedness) if such incurrence would cause the aggregate of all such indebtedness to exceed
10% of our consolidated tangible net assets (as defined);
    
    prohibiting WIC from creating or incurring indebtedness in excess of $50 million (other
than indebtedness under the credit facility);
    
    limiting the ability of the borrowers, the Partnership and its other restricted
subsidiaries from creating or incurring certain liens on their respective properties (subject
to enumerated exceptions);
    
    limiting the Partnerships ability to make distributions and equity repurchases (which
shall be permitted if no insolvency default or event of default exists); and
    
    prohibiting consolidations, mergers and asset transfers by the borrowers, the Partnership
and its other restricted subsidiaries (subject to enumerated exceptions).
   Contribution, Conveyance and Assumption Agreement
  Omnibus Agreement
  
    
    The Partnerships obligation to reimburse El Paso for certain operating, general and
administrative and other expenses;
    
    El Pasos obligation to indemnify the Partnership for certain environmental contingencies,
tax contingencies and right-of-way defects and the Partnerships obligation to indemnify El
Paso for certain liabilities; and
    
    El Pasos obligation to guarantee certain expenses under intercompany agreements related to
the Elba Island LNG terminal expansion.
  Long-Term Incentive Plan




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Colorado Interstate Gas Company General Partnership Agreement
    Southern Natural Gas Company General Partnership Agreement
    Relationships
  Item 2.01 Completion of Acquisition or Disposition of Assets.
 Contribution, Conveyance and Assumption Agreement




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
    
    El Paso or its subsidiaries contributed 100% of the interests in WIC and 10% of the
interest in each of CIG and SNG to the Partnership or its subsidiaries;
    
    the Partnership issued 32,187,786 common units and 27,727,411 subordinated units,
representing an aggregate 69.1% limited partner interest in the Partnership, to Holdings in
exchange for the contributed interests. The Partnership repurchased 3,750,000 common units
from Holdings as described in the fourth bullet below. Following the repurchase of such
units, Holdings owned 28,437,786 common units and 27,727,411 subordinated units, representing
an aggregate 66.1% limited partner interest in the Partnership;
    
    the Partnership issued to the General Partner, a 2% general partner interest in the
Partnership and all of the Partnerships incentive distribution rights, which entitle the
General Partner to increasing percentages of the cash the Partnership distributes in excess of
$0.33063 per unit per quarter (115% of the minimum quarterly distribution); and
    
    the Partnerships repurchase of 3,750,000 common units issued to Holdings in exchange for
the net proceeds received by the Partnership from the issuance of 3,750,000 common units
pursuant to the Underwriters option to purchase additional units.
   Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
  Item 3.02 Unregistered Sales of Equity Securities.
   Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.




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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
   Item 7.01. Regulation FD Disclosure.
   Item 9.01 Financial Statements and Exhibits.
 Exhibits.
 Exhibit Number
    
    DescriptionExhibit 3.1
    
    First Amended and Restated Agreement of Limited Partnership of
El Paso Pipeline Partners, L.P., dated November 21, 2007.Exhibit 3.2
    
    Amended and Restated Limited Liability Company Agreement of El
Paso Pipeline GP Company, L.L.C., dated November 21, 2007.Exhibit 10.1
    
    Credit Agreement, dated as of November 21, 2007, among El Paso
Pipeline Partners, L.P., El Paso Pipeline Partners Operating
Company, L.L.C. and Wyoming Interstate Company, Ltd. and the
lenders and agents identified therein.Exhibit 10.2
    
    Contribution, Conveyance and Assumption Agreement, dated
November 21, 2007, among El Paso Pipeline Partners, L.P., El
Paso Pipeline GP Company, L.L.C., El Paso Pipeline LP
Holdings, L.L.C., WIC Holdings Company, L.L.C., El Paso
Wyoming Gas Supply Company, L.L.C., EPPP SNG GP Holdings,
L.L.C., EPPP CIG GP Holdings, L.L.C., El Paso Pipeline Holding
Company, L.L.C., El Paso Pipeline Partners Operating Company,
L.L.C. and El Paso Corporation.Exhibit 10.3
    
    Omnibus Agreement, dated November 21, 2007, among El Paso
Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C.,
Colorado Interstate Gas Company, Southern Natural Gas Company
and El Paso Corporation.Exhibit 10.4
    
    Long-Term Incentive Plan of El Paso Pipeline GP Company, L.L.C.Exhibit 10.5
    
    General Partnership Agreement of Colorado Interstate Gas
Company, dated November 1, 2007 (incorporated by reference to
Exhibit 3.C to the Colorado Interstate Gas Company Form 8-K
filed November 7, 2007).Exhibit 10.6
    
    General Partnership Agreement of Southern Natural Gas Company,
dated November 1,




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Exhibit Number
    
    Description2007 (incorporated by reference to Exhibit
3.C to the Southern Natural Gas Company Form 8-K filed
November 7, 2007).Exhibit 99.1
    
    Press release dated November 21, 2007.




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SIGNATURES
  EL PASO PIPELINE PARTNERS, L.P.By:
    
    El Paso Pipeline GP Company, L.L.C.,its General PartnerDate: November 28, 2007
    
    By:
    
    /s/ Robert W. BakerName:
    
    Robert W. BakerTitle:
    
    Executive Vice President and General Counsel




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EXHIBIT INDEX
 Exhibit Number
    
    DescriptionExhibit 3.1
    
    First Amended and Restated Agreement of Limited Partnership of
El Paso Pipeline Partners, L.P., dated November 21, 2007.Exhibit 3.2
    
    Amended and Restated Limited Liability Company Agreement of El
Paso Pipeline GP Company, L.L.C., dated November 21, 2007.Exhibit 10.1
    
    Credit Agreement, dated as of November 21, 2007, among El Paso
Pipeline Partners, L.P., El Paso Pipeline Partners Operating
Company, L.L.C. and Wyoming Interstate Company, Ltd. and the
lenders and agents identified therein.Exhibit 10.2
    
    Contribution, Conveyance and Assumption Agreement, dated
November 21, 2007, among El Paso Pipeline Partners, L.P., El
Paso Pipeline GP Company, L.L.C., El Paso Pipeline LP
Holdings, L.L.C., WIC Holdings Company, L.L.C., El Paso
Wyoming Gas Supply Company, L.L.C., EPPP SNG GP Holdings,
L.L.C., EPPP CIG GP Holdings, L.L.C., El Paso Pipeline Holding
Company, L.L.C., El Paso Pipeline Partners Operating Company,
L.L.C. and El Paso Corporation.Exhibit 10.3
    
    Omnibus Agreement, dated November 21, 2007, among El Paso
Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C.,
Colorado Interstate Gas Company, Southern Natural Gas Company
and El Paso Corporation.Exhibit 10.4
    
    Long-Term Incentive Plan of El Paso Pipeline GP Company, L.L.C.Exhibit 10.5
    
    General Partnership Agreement of Colorado Interstate Gas
Company, dated November 1, 2007 (incorporated by reference to
Exhibit 3.C to the Colorado Interstate Gas Company Form 8-K
filed November 7, 2007).Exhibit 10.6
    
    General Partnership Agreement of Southern Natural Gas Company,
dated November 1, 2007 (incorporated by reference to Exhibit
3.C to the Southern Natural Gas Company Form 8-K filed
November 7, 2007).Exhibit 99.1
    
    Press release dated November 21, 2007.