##### 



Exhibit 10.1
 
 
 CREDIT AGREEMENT
   EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.   WYOMING INTERSTATE COMPANY, LTD.,
 EL PASO PIPELINE PARTNERS, L.P.
 BANK OF AMERICA, N.A.,
   
 BANC OF AMERICA SECURITIES LLC,
JPMORGAN CHASE SECURITIES, INC.   CITIGROUP GLOBAL MARKETS INC.




---



##### 



TABLE OF CONTENTS
 Section
    
    PageArticle I. DEFINITIONS AND ACCOUNTING TERMS
    
    
    11.01 Defined Terms
    
    
    11.02 Other Interpretive Provisions
    
    
    241.03 Accounting Terms
    
    
    241.04 Rounding
    
    
    251.05 Times of Day
    
    
    251.06 Letter of Credit Amounts
    
    
    25Article II. THE COMMITMENTS AND CREDIT EXTENSIONS
    
    
    252.01 Committed Loans
    
    
    252.02 Borrowings, Conversions and Continuations of Committed Loans
    
    
    252.03 Letters of Credit
    
    
    272.04 Swing Line Loans
    
    
    342.05 Prepayments
    
    
    372.06 Termination or Reduction of Commitments
    
    
    382.07 Repayment of Loans
    
    
    382.08 Interest
    
    
    382.09 Fees
    
    
    392.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
    
    
    402.11 Evidence of Debt
    
    
    402.12 Payments Generally; Administrative Agents Clawback
    
    
    412.13 Sharing of Payments by Lenders
    
    
    432.14 Extension of Scheduled Maturity Date
    
    
    432.15 Increase in Commitments
    
    
    442.16 Term-Out Option
    
    
    452.17 Additional Borrowers
    
    
    452.18 Liability of Borrowers; Appointment of Opco as Agent for the Subsidiary Borrowers
    
    
    472.19 Additional Guarantors
    
    
    472.20 Unrestricted Subsidiaries
    
    
    48Article III. TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    483.01 Taxes
    
    
    483.02 Illegality
    
    
    50
 i




---



##### 



Section
    
    Page3.03 Inability to Determine Rates
    
    
    503.04 Increased Costs
    
    
    503.05 Compensation for Losses
    
    
    523.06 Mitigation Obligations; Replacement of Lenders
    
    
    523.07 Survival
    
    
    53Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
    
    
    534.01 Conditions of Initial Credit Extension
    
    
    534.02 Conditions to all Credit Extensions
    
    
    55Article V. REPRESENTATIONS AND WARRANTIES
    
    
    555.01 Existence, Qualification and Power
    
    
    555.02 Authorization; No Contravention
    
    
    555.03 Governmental Authorization; Other Consents
    
    
    555.04 Binding Effect
    
    
    555.05 Financial Statements; No Material Adverse Effect
    
    
    565.06 Litigation
    
    
    565.07 No Default
    
    
    565.08 Ownership of Property; Liens
    
    
    565.09 Environmental Compliance
    
    
    565.10 Taxes
    
    
    565.11 ERISA Compliance
    
    
    565.12 Subsidiaries; Equity Interests
    
    
    575.13 Margin Regulations; Investment Company Act; Use of Proceeds
    
    
    575.14 Disclosure
    
    
    575.15 Compliance with Laws
    
    
    57Article VI. AFFIRMATIVE COVENANTS
    
    
    586.01 Financial Statements
    
    
    586.02 Certificates; Other Information
    
    
    596.03 Notices
    
    
    606.04 Preservation of Existence, Etc
    
    
    616.05 Maintenance of Properties
    
    
    616.06 Maintenance of Insurance
    
    
    616.07 Compliance with Laws
    
    
    616.08 Books and Records
    
    
    626.09 Inspection Rights
    
    
    626.10 Use of Proceeds
    
    
    62
 ii




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##### 



Section
    
    Page6.11 Maintenance of Separateness
    
    
    62Article VII. NEGATIVE COVENANTS
    
    
    627.01 Liens
    
    
    627.02 Certain Investments
    
    
    647.03 Indebtedness
    
    
    647.04 Fundamental Changes
    
    
    657.05 Dispositions
    
    
    667.06 Restricted Payments
    
    
    677.07 Change in Nature of Business
    
    
    677.08 Transactions with Affiliates
    
    
    677.09 Burdensome Agreements
    
    
    677.10 Amendment to Organization Documents
    
    
    687.11 Use of Proceeds
    
    
    687.12 Leverage Ratio
    
    
    687.13 Unrestricted Subsidiaries
    
    
    687.14 Swap Contracts
    
    
    69Article VIII. EVENTS OF DEFAULT AND REMEDIES
    
    
    698.01 Events of Default
    
    
    698.02 Remedies Upon Event of Default
    
    
    718.03 Application of Funds
    
    
    71Article IX. ADMINISTRATIVE AGENT
    
    
    729.01 Appointment and Authority
    
    
    729.02 Rights as a Lender
    
    
    729.03 Exculpatory Provisions
    
    
    739.04 Reliance by Administrative Agent
    
    
    739.05 Delegation of Duties
    
    
    749.06 Resignation of Administrative Agent
    
    
    749.07 Non-Reliance on Administrative Agent and Other Lenders
    
    
    749.08 No Other Duties, Etc
    
    
    759.09 Administrative Agent May File Proofs of Claim
    
    
    759.10 Guaranty Matters
    
    
    75Article X. MISCELLANEOUS
    
    
    7610.01 Amendments, Etc
    
    
    7610.02 Notices; Effectiveness; Electronic Communication
    
    
    7710.03 No Waiver; Cumulative Remedies
    
    
    79
 iii




---



##### 



Section
    
    Page10.04 Expenses; Indemnity; Damage Waiver
    
    
    7910.05 Payments Set Aside
    
    
    8110.06 Successors and Assigns
    
    
    8210.07 Treatment of Certain Information; Confidentiality
    
    
    8510.08 Right of Setoff
    
    
    8610.09 Interest Rate Limitation
    
    
    8610.10 Counterparts; Integration; Effectiveness
    
    
    8610.11 Survival of Representations and Warranties
    
    
    8710.12 Severability
    
    
    8710.13 Replacement of Lenders
    
    
    8710.14 Governing Law; Jurisdiction; Etc
    
    
    8810.15 Waiver of Jury Trial
    
    
    8810.16 No Advisory or Fiduciary Responsibility
    
    
    8910.17 USA PATRIOT Act Notice
    
    
    8910.18 ENTIRE AGREEMENT
    
    
    89SIGNATURES
    
    
    S-1
 iv




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##### 



SCHEDULES2.01 Commitments5.09 Environmental Compliance5.12 Subsidiaries; Other Equity Investments7.01 Existing Liens7.03 Existing Indebtedness7.09 Burdensome Agreements10.02 Administrative Agents Office; Certain Addresses for NoticesEXHIBITSForm ofA            Committed Loan NoticeB             Swing Line Loan NoticeC             NoteD             Compliance CertificateE             Assignment and AssumptionF-1          Parent GuarantyF-2          Opco GuarantyF-3          Subsidiary GuarantyG-1          Legal Opinion (Bracewell and Giuliani LLP)G-2          Legal Opinion (General Counsel of General Partner)G-3          Legal Opinion (Colorado Counsel)H            Additional Borrower Counterpart
 v




---



##### 



CREDIT AGREEMENT
 Agreement Opco WIC Borrowers Borrower MLP Lenders Lender ,
   ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
 1.01 Defined Terms
 Acquired Assets
 Acquisition
 Acquisition Period Section
7.12(a) Section 7.12(a) Section 7.12(a) Section 7.12(a) Specified Acquisition
 Additional Borrower Section 2.17
 Additional Borrower Counterpart Section 2.17
 Additional Borrower Sublimit
 Administrative Agent




---



##### 



Administrative Agents Office Schedule 10.02
 Administrative Questionnaire
 Affiliate
 Aggregate Commitments
 Agreement
 Alternate Program
 Applicable Percentage Section 8.02
 Applicable Rate Section 6.02(a)
 Applicable Rate
 Eurodollar RateLeverage Ratio
    
    
    
    
    
    andPricing Level
    
    of the MLP
    
    Facility Fee
    
    Letters of Credit
    
    Utilization Fee
    
    Base Rate1
    
    < 3.00 to 1.0
    
    
    0.100
    %
    
    
    0.350
    %
    
    
    0.100
    %
    
    
    0
    %2
    
    3 3.00 to 1.0 but< 3.75 to 1.0
    
    
    0.125
    %
    
    
    0.425
    %
    
    
    0.100
    %
    
    
    0
    %3
    
    3 3.75 to 1.0 but< 4.50 to 1.0
    
    
    0.150
    %
    
    
    0.500
    %
    
    
    0.100
    %
    
    
    0
    %4
    
    3 4.50 to 1.0
    
    
    0.175
    %
    
    
    0.575
    %
    
    
    0.100
    %
    
    
    0
    %
 Section 6.02(a) Section 4.01(a)(ix).
 2




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##### 



Section 2.10
  Applicable RateEurodollar RateDebt Rating
    
    
    
    
    
    andPricing Level
    
    S&P/Moodys/Fitch
    
    Facility Fee
    
    Letters of Credit
    
    Utilization Fee
    
    Base Rate1
    
    
    3  A- / A3 / A-
    
    
    
    0.050
    %
    
    
    0.200
    %
    
    
    0.050
    %
    
    
    0
    %2
    
    BBB+ / Baal / BBB+
    
    
    0.070
    %
    
    
    0.230
    %
    
    
    0.050
    %
    
    
    0
    %3
    
    BBB / Baa2 / BBB
    
    
    0.090
    %
    
    
    0.310
    %
    
    
    0.050
    %
    
    
    0
    %4
    
    BBB- / Baa3 / BBB-
    
    
    0.110
    %
    
    
    0.440
    %
    
    
    0.050
    %
    
    
    0
    %5
    
    < BBB- / Baa3 / BBB-
    
    
    0.125
    %
    
    
    0.575
    %
    
    
    0.050
    %
    
    
    0
    %
 Debt Rating Debt Ratings provided
  Approved Fund
 Arranger
 Assets
 Assignee Group
 Assignment and Assumption Section
10.06(b)
 3




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##### 



Exhibit E
 Attributable Indebtedness
 Audited Financial Statements
 Availability Period Section 2.05(e) Section 8.02
 Available Amount Section 4.01(a)(ix)
 Bank of America
 Base Rate
 Base Rate Committed Loan
 Base Rate Loan
 Borrower Borrowers
 Borrower Materials Section 6.02
 Borrowing
 Borrowing Sublimit
 Business Day
 4




---



##### 



Business Entity
 Cash Collateralize Section 2.03(g)
 Change in Law
 Change of Control
   CIG
 Closing Date Section
4.01 Section 10.01
 Code
 Commercial Operation Date
 Commitment Section 2.01 Schedule 2.01
 Committed Borrowing Section 2.01
 Committed Loan Section 2.01 Section 2.16
 Committed Loan Notice Section 2.02(a) Exhibit A
 Compliance Certificate Exhibit
D
 Consolidated EBITDA
 5




---



##### 



plus
        provided ( provided, however ,
  minus
       6




---



##### 



provided clauses (a) (b)
  Consolidated Indebtedness
 Consolidated L/C Exposure
 clause
(b)(ii)
 clause (b)(ii)
 Consolidated Net Income
 Consolidated Net Tangible Assets
 7




---



##### 



Contractual Obligation
 Control Controlling Controlled
 Credit Extension
 Debt Rating
 Debtor Relief Laws
 Default
 Default Rate plus plus provided however
 Defaulting Lender
 Disposition Dispose
 Dollar $
 EPC
 Eligible Assignee Section 10.06(b)(iii) (v) (vi) Section 10.06(b)(iii))
 Environmental Laws
 8




---



##### 



Environmental Liability
 Equity Contribution Obligations clause (a)(iii)
 Equity Interests
 ERISA
 ERISA Affiliate
 Eurodollar Rate BBA LIBOR
 Eurodollar Rate Loan
 Event of Default Section 8.01
 Excluded Taxes
 9




---



##### 



Section 10.13 Section 3.01(e) Section
3.01(a)
 Federal Funds Rate  provided
 Fee Letters
 FERC
 Financing Vehicle
 Fitch
 Foreign Lender
 Foreign Subsidiary
 FRB
 Fund
 GAAP
 General Partner
 Governmental Authority
 10




---



##### 



GP LLC
 Guarantors
 Guaranty primary obligor
 Guaranty Agreements Guaranty Agreement
 Hazardous Materials
 Hybrid Securities
 Indebtedness
  11




---



##### 



Section 2.03(c)(i) clause (a)
        Indemnified Taxes
 Indemnitees Section 10.04(b)
 Information Section 10.07
 Initial Asset Acquisition Acquired Assets
 Interest Payment Date provided however
 Interest Period provided
 12




---



##### 



Investment
 Investment Grade Rating
 Investment Grade Rating Date
 ISP
 Issuer Documents
 Joint Venture Entity
 Laws
 L/C Advance
 L/C Borrowing
 13




---



##### 



L/C Credit Extension
 L/C Issuer
 L/C Issuer Commitment
 L/C Obligations plus Section 1.06 Rule 3.14
 Lender
 Lender Swap Contract
 Lender Swap Provider
 Lending Office
 Letter of Credit .
 Letter of Credit Application Section 2.03(b)(i)
 Letter of Credit Expiration Date
 14




---



##### 



Letter of Credit Fee Section 2.03(i)
 Leverage Ratio Section 6.01(a) 6.01(b))
 Lien
 Loan Article
II Section 2.16
 Loan Documents
 Loan Parties
 Material Adverse Effect
 Material Project
 Material Project EBITDA Adjustments
  15




---



##### 



provided
   Section 4.01(a)(ix)
     Maturity Date provided however Section 2.16
 16




---



##### 



MLP Offering
 MLP Offering Closing
 MLP Registration Statement
 Moodys
 Multiemployer Plan
 Multiple Employer Plan
 Non-Extending Lender Section 2.14(a)
 Non-Recourse
   provided
 Section 7.02 Equity Contribution Obligations provided Section 7.12(a)
 17




---



##### 



Section 6.01(a) 6.01(b)
 provided provided Section 7.08
  Non-U.S./Canadian Person
 Note Exhibit C
 Obligations
 Opco
 Opco Guaranty Exhibit F-2
 Organization Documents
 18




---



##### 



Other Taxes
 Outstanding Amount
 Parent Guarantor
 Parent Guaranty Exhibit F-1
 Participant Section 10.06(d)
 PBGC
 Person
 Plan
 Platform Section 6.02
 Project Financing
 Proportionate Share clause (ii) Section
2.18(a) Section 2.09(b) by
 Public Lender Section 6.02
 Quarter-End Date
 Receivables Financing Indebtedness
 Recourse Equity Contribution Obligations
 19




---



##### 



clause (a)(i)
 Register Section 10.06(c)
 Regulated
 Related Parties
 Request for Credit Extension
 Required Lenders Section 8.02 provided
 Responsible Officer
 Restricted Payment
 Restricted Subsidiaries
 Revolving Termination Date Section 2.16
 S&P
 Scheduled Maturity Date Section 2.14 provided however
 SEC
 20




---



##### 



Single Employer Plan
 SNG
 Subsidiary
 Subsidiary Borrower
 Subsidiary Guarantor Section 2.19
 Subsidiary Guaranty Exhibit F-3
 Swap Contract Master Agreement
 Swap Termination Value
 Swing Line Borrowing Section
2.04
 Swing Line Lender
 Swing Line Loan Section 2.04(a)
 21




---



##### 



Swing Line Loan Notice Section 2.04(b) Exhibit
B
 Swing Line Sublimit
 Synthetic Lease Obligation
 Taxes
 Term Loan Margin
 Term Loan Maturity Date
 Term Loans Section
2.16
 Term-Out Section 2.16
 Termination Event
 Threshold Amount
 Total Outstandings
 Type
 United States U.S.
 Unregulated GP LLC
 22




---



##### 



Unregulated Restricted Subsidiary
 Unreimbursed Amount Section 2.03(c)(i)
 Unrestricted Subsidiary
  Section 7.08
 Section 7.02
  Section 7.02
  Section 2.20(a) Section 7.03
 Section 2.20(b), provided Section 7.03
 Wholly Owned Restricted Subsidiary
 23




---



##### 



Wholly Owned Subsidiary
 WIC
 WIC Sublimit
 Withdrawal Liability
 1.02 Other Interpretive Provisions
 include includes including will shall herein hereof hereunder asset property
 from from and including to until to but excluding through to and
including
  1.03 Accounting Terms.
 Generally except
 24




---



##### 



Changes in GAAP
 1.04 Rounding
 1.05 Times of Day
 1.06 Letter of Credit Amounts provided however
 ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
 2.01 Committed Loans Committed Loan provided however plus plus Section 2.01 Section 2.05 Section
2.01
 2.02 Borrowings, Conversions and Continuations of Committed Loans.
  25




---



##### 



Section 2.02(a) Sections 2.03(c) 2.04(c)
 Section 4.02 Section 4.01 provided however first second
   26




---



##### 



2.03 Letters of Credit.
 The Letter of Credit Commitment
 Section 2.03 provided provided plus plus
  Section 2.03(b)(iii)
 Section 2.16
   27




---



##### 



Section 2.03(c)
    Article
IX Article IX
 Procedures for Issuance and Amendment of Letters of Credit;Auto-Extension Letters of
Credit; Auto-Reinstatement Letters of Credit
  28




---



##### 



Article IV times
 Auto-Extension Letter of Credit provided Non-Extension Notice Date Section 2.16 provided however Section 2.03(a)
 29




---



##### 



Section 4.02
 Auto-Reinstatement Letter of Credit Non-Reinstatement Deadline Section 4.02
  Drawings and Reimbursements; Funding of Participations
 Honor Date Unreimbursed Amount Section 8.01(f) Section 2.02 Section 4.02 Section 2.03(c)(i) provided
 Section 2.03(c)(i)
 30




---



##### 



Section 2.03(c)(iii)
 Section
8.01(f) Section 2.03(c)(ii) Section 2.03
 Section 2.03(c)
 Section
2.03(c)
 Section 2.03(c) Section
2.03(c)(ii)
 Repayment of Participations
 Section 2.03(c)
 31




---



##### 



Section 2.03(c)(i) Section 10.05
 Obligations Absolute
       Role of L/C Issuer
 32




---



##### 



provided however Section 2.03(e) provided however
 Cash Collateral Sections 2.05 8.02(c) Section 2.03 Section 2.05 Section 8.02(c) Cash
Collateralize
 Applicability of ISP and UCP
 Letter of Credit Fees Letter of
 33




---



##### 



Credit Fee times Section
1.06
 Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer Section 1.06
 Conflict with Issuer Documents
 Letters of Credit Issued for Subsidiaries or Affiliates
 2.04 Swing Line Loans.
 The Swing Line Section 2.04 Swing Line Loan
 34




---



##### 



provided however plus plus provided further Section 2.04 Section 2.05 Section 2.04 times
 Borrowing Procedures Section 2.04(a) Article IV
 Refinancing of Swing Line Loans
 Section 2.02 Section 4.02
 35




---



##### 



Section 2.04(c)(ii)
 Section 2.04(c)(i) Section 2.04(c)(i)
 Section 2.04(c) Section
2.04(c)(i)
 Section 2.04(c) provided however Section 2.04(c) Section 4.02
 Repayment of Participations
   36




---



##### 



Section 10.05
 Interest for Account of Swing Line Lender Section 2.04
 Payments Directly to Swing Line Lender
 2.05 Prepayments.
 provided
 provided
 provided however Section 2.05(c)
 provided however
 37




---



##### 



Section 2.05(d)
 provided however Section 2.05(e)
  Section 2.05 Section 3.05 Section 2.05
 2.06 Termination or Reduction of Commitments provided
 2.07 Repayment of Loans.
   2.08 Interest.
 plus plus Section 2.16 plus plus
 38




---



##### 



Section 2.16 plus
     2.09 Fees Section
2.03
 Facility Fee times provided Section 2.16 provided further Section 2.09(a) Section 2.09(a) Article
IV
 Utilization Fee times provided Section 2.16 provided further Section 2.09(b) Section 2.09(b)
 39




---



##### 



Article IV
 Other Fees
  2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.
 provided Section 2.12(a)
 provided however Section 2.10(b) Section 2.03(c)(iii) 2.03(i) 2.08(b) Article VIII
 2.11 Evidence of Debt.
  40




---



##### 



2.12 Payments Generally; Administrative Agents Clawback.
 General
 Funding by Lenders; Presumption by Administrative Agent Section 2.02 Section 2.02
 41




---



##### 



Payments by Borrowers; Presumptions by Administrative Agent
  Failure to Satisfy Conditions Precedent Article II Article IV
 Obligations of Lenders Several Section 10.04(c) Section
10.04(c) Section 10.04(c)
 Funding Source
 2.13 Sharing of Payments by Lenders pro rata
 42




---



##### 



provided
    2.14 Extension of Scheduled Maturity Date.
 Requests for Extension; Lender Elections to Extend Existing Scheduled Maturity Date Non-Extending
Lender
 Additional Commitment Lenders Additional Commitment Lender Section
10.13 provided
 Minimum Extension Requirement Extending
Lender
 43




---



##### 



Conditions to Effectiveness of Extensions Article V Section 2.14 Section 5.05 Section 6.01 Section 3.05
 Conflicting Provisions Section 2.13 10.01
 2.15 Increase in Commitments
 Request for Increase; Additional Lenders provided Section
2.15(a)
 Lender Elections to Increase
 Notification by Administrative Agent
 Effective Date and Allocations Increase Effective Date
 44




---



##### 



Conditions to Effectiveness of Increase Article V Section 2.15 Section 5.05 Section 6.01 Section 3.05
 Conflicting Provisions Section 2.13 10.01
 2.16 Term-Out Option.
 Revolving Termination Date Term-Out Section 2.03(g) Article V Section 2.16 Section 5.05 Section 6.01
 Section 3.05
 2.17 Additional Borrowers.
  45




---



##### 



Resolutions and Officers Certificates Sections 4.01(a)(iii) (iv) (vi)
 No Default
 Representations and Warranties Article V
 Additional Borrower Counterpart Exhibit
H Additional Borrower Counterpart
 Notes
 Opinions of Counsel Section 4.01(a)(v)
 Know Your Customer Compliance Section 2.17
 Section 2.17(a)
 Section
2.05(f) (g)
 46




---



##### 



2.18 Liability of Borrowers; Appointment of Opco as Agent for the Subsidiary Borrowers
  Other Obligations Proportionate Share
 Article III Section
10.04(b)
    2.19 Additional Guarantors.
  Counterpart to Subsidiary Guaranty
 Resolutions and Officers Certificates Sections 4.01(a)(iii) (iv) (vi)
 47




---



##### 



Opinions of Counsel clause (i) Section 4.01(a)(v)
 Section 2.19(a)
 2.20 Unrestricted Subsidiaries.
 provided Section 7.02 Article VII Section 7.01, Sections 7.03 7.12
 provided Section 7.03 Section 7.12
 ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
 3.01 Taxes.
 Payments Free of Taxes provided
 Payment of Other Taxes by the Borrowers
 48




---



##### 



Indemnification by the Borrowers
 Evidence of Payments
 Status of Lenders
    section 881(c) section 881(c)(3) (A) section
8 81(c)(3) (B) section
8 81(c)(3) (C)
  49




---



##### 



Treatment of Certain Refunds provided
 3.02 Illegality
 3.03 Inability to Determine Rates
 3.04 Increased Costs.
 Increased Costs Generally
  50




---



##### 



Section 3.04(e)
 Section 3.01
   Capital Requirements
 Certificates for Reimbursement
 Delay in Requests provided
 51




---



##### 



Reserves on Eurodollar Rate Loans
 3.05 Compensation for Losses
   Section 10.13
  Section 3.05
 3.06 Mitigation Obligations; Replacement of Lenders.
 Designation of a Different Lending Office Section 3.04 Section 3.01 Section 3.02 Section 3.01 3.04 Section 3.02
 52




---



##### 



Replacement of Lenders Section
3.04 Section 3.01 Section 10.13
 3.07 Survival Article III
 ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 4.01 Conditions of Initial Credit Extension
      Exhibit G-1 G-2 G-3
   53




---



##### 



Article V
     provided
 Section 9.03 Section 4.01
 54




---



##### 



4.02 Conditions to all Credit Extensions
 Article V Section 5.05(c)
   Section 4.02(a) (b)
 ARTICLE V.
REPRESENTATIONS AND WARRANTIES
  5.01 Existence, Qualification and Power
 5.02 Authorization; No Contravention
 5.03 Governmental Authorization; Other Consents
 5.04 Binding Effect
 55




---



##### 



5.05 Financial Statements; No Material Adverse Effect.
    5.06 Litigation
 5.07 No Default
 5.08 Ownership of Property; Liens
 5.09 Environmental Compliance Schedule 5.09
 5.10 Taxes
 5.11 ERISA Compliance.
 Section 8.01(h)
 56




---



##### 



Section 8.01(f)
 5.12 Subsidiaries; Equity Interests. Schedule 5.12 Schedule 5.12 Schedule 5.12
 5.13 Margin Regulations; Investment Company Act; Use of Proceeds.
   5.14 Disclosure provided
 5.15 Compliance with Laws
 57




---



##### 



ARTICLE VI.
AFFIRMATIVE COVENANTS
 Sections 6.01 6.02 6.03
 6.01 Financial Statements
           58




---



##### 



Section 6.02(b)
 6.02 Certificates; Other Information
 Section 6.01(a) Section 6.01(b) Section 6.01(a) 6.01(b)
 Section 13 or 15(d)
   Section 6.01 6.02 Section 6.01 6.02
 Section 6.02(a)
 59




---



##### 



Borrower
Materials Platform Public Lender provided however Section
10.07
 6.03 Notices
     60




---



##### 



Section 6.03 Section 6.03(g)
 6.04 Preservation of Existence, Etc
 Section 7.04 7.05
  6.05 Maintenance of Properties
 6.06 Maintenance of Insurance
 6.07 Compliance with Laws
 61




---



##### 



6.08 Books and Records.
  6.09 Inspection Rights
 6.10 Use of Proceeds
 6.11 Maintenance of Separateness.
 ARTICLE VII.
NEGATIVE COVENANTS
  7.01 Liens
  Schedule 7.01 provided Section
7.03(a)(iv) Section 7.03(a)(iv)
   62




---



##### 



Section 8.01(g)
 provided
   clauses (i) (iii) Section 1.01;
  Section 6.01(a) 6.01(b)
 63




---



##### 



Section 7.01
 7.02 Certain Investments
 Section 7.12 Section 7.03(b) Section 6.01(a) 6.01(b)
   7.03 Indebtedness
 Section 7.03(b)
 provided
 Schedule 7.03
 provided
 Refinancing
Indebtedness Existing Indebtedness provided
 provided Section
7.12(a)
 64




---



##### 



Section 6.01(a) 6.01(b)
   Section 6.01(a) 6.01(b)
 Section 6.01(a) 6.01(b)
   7.04 Fundamental Changes provided however Section 7.04
 65




---



##### 



7.05 Dispositions
      Section
7.12 Section 7.13 Section
6.01(a) 6.01(b);
 Section 7.02
    Section
7.05
  provided Section 6.01(a) 6.01(b)
 66




---



##### 



7.06 Restricted Payments
   (f) (g) Section 8.01
 (f) (g) Section 8.01
 7.07 Change in Nature of Business
 7.08 Transactions with Affiliates
 7.09 Burdensome Agreements Burdensome Restriction
  Schedule 7.09
 67




---



##### 



provided
  7.10 Amendment to Organization Documents
 7.11 Use of Proceeds
 7.12 Leverage Ratio
 provided
  7.13 Unrestricted Subsidiaries.
 Section 6.01(a) Section
6.01(b),
 68




---



##### 



Section 7.07
 7.14 Swap Contracts
 ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
 8.01 Events of Default
 Non-Payment
 Specific Covenants Section 6.03(a) 6.04(a) 6.10 Article VII
 Other Defaults
 Representations and Warranties
 Cross-Default
   69




---



##### 



Insolvency Proceedings, Etc. Material Related Party
 Judgments provided however
 ERISA
 70




---



##### 



Invalidity of Loan Documents
 Change of Control
 8.02 Remedies Upon Event of Default
     provided however
 8.03 Application of Funds Section
8.02 Section 8.02
 First
 71




---



##### 



Article III
 Second Article III Second
 Third Third
 Fourth Fourth
 Fifth
 Last
 Section 2.03(c) Fifth
 ARTICLE IX.
ADMINISTRATIVE AGENT
 9.01 Appointment and Authority
 9.02 Rights as a Lender
 72




---



##### 



9.03 Exculpatory Provisions
  provided
  Section 10.01 Section 8.02
 Article IV
 9.04 Reliance by Administrative Agent
 73




---



##### 



9.05 Delegation of Duties
 9.06 Resignation of Administrative Agent provided Section 10.04
  9.07 Non-Reliance on Administrative Agent and Other Lenders
 74




---



##### 



9.08 No Other Duties, Etc.
 9.09 Administrative Agent May File Proofs of Claim
 Sections 2.03(i) (j) 2.09 10.04
  Sections 2.09 10.04
  9.10 Guaranty Matters
  75




---



##### 



Section 9.10(a).
 Section 8.03
 ARTICLE X.
MISCELLANEOUS
 10.01 Amendments, Etc. provided however
 Section 4.01(a)
 Section 8.02
  Section 10.01 provided however
 Section 2.13 Section 8.03
 76




---



##### 



Section
9.10
 provided further
 Section 10.13 provided
 10.02 Notices; Effectiveness; Electronic Communication.
 Notices Generally
 Schedule 10.02
   77




---



##### 



Electronic Communications provided Article II provided
 provided
 The Platform Agent Parties provided however
 Change of Address, Etc
 78




---



##### 



Reliance by Administrative Agent, L/C Issuer and Lenders
 10.03 No Waiver; Cumulative Remedies
 10.04 Expenses; Indemnity; Damage Waiver.
 Costs and Expenses Section 10.04(a) Section
2.18.
 Indemnification by the Borrowers Indemnitee
 79




---



##### 



, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE provided Section 10.04(b) Section 2.18.
 Reimbursement and Indemnification by Lenders
 Agent/Issuer-Related Indemnitee IN ALL CASES, WHETHER OR
NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE
NEGLIGENCE OF THE
 80




---



##### 



AGENT/ISSUER-RELATED INDEMNITEE Indemnified
Liabilities provided provided further provided further
 provided Section 2.12(e)
 Waiver of Consequential Damages, Etc.
 Payments
 Survival ,
 10.05 Payments Set Aside
 81




---



##### 



10.06 Successors and Assigns.
 Successors and Assigns Generally
 Assignments by Lenders provided
 Minimum Amounts
  provided however
 82




---



##### 



Proportionate Amounts
 Required Consents
     Assignment and Assumption provided however
 No Assignment to Borrowers
 No Assignment to Natural Persons
 Sections 3.01 3.04 3.05 10.04
 83




---



##### 



Register Register
 Participations Participant provided
 provided Section 10.01 Sections
3.01 3.04 3.05 Section 10.08 provided Section 2.13
 Limitations upon Participant Rights Section 3.01 3.04 Section 3.01 Section 3.01(e)
 Certain Pledges provided
 Electronic Execution of Assignments
 84




---



##### 



Resignation as L/C Issuer or Swing Line Lender after Assignment provided however Section
2.03(c) Section 2.04(c)
 10.07 Treatment of Certain Information; Confidentiality Section 2.15(c)
 85




---



##### 



Information provided
  10.08 Right of Setoff provided .
 10.09 Interest Rate Limitation Maximum Rate
 10.10 Counterparts; Integration; Effectiveness Section 4.01
 86




---



##### 



10.11 Survival of Representations and Warranties
 10.12 Severability
 10.13 Replacement of Lenders Section 3.04 Section 3.01 Section
10.06 provided
 Section 10.06(b)
 Section 3.05
 Section 3.04 Section 3.01
   87




---



##### 



10.14 Governing Law; Jurisdiction; Etc.
 GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 SERVICE OF PROCESS SECTION 10.02
 10.15 Waiver of Jury Trial
 88




---



##### 



10.16 No Advisory or Fiduciary Responsibility
 10.17 USA PATRIOT Act Notice Act
 10.18 ENTIRE AGREEMENT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
 89




---



##### 



IN WITNESS WHEREOF,
 BORROWERS:EL PASO PIPELINE PARTNERS OPERATING
COMPANY, L.L.C.By:
Name:
    
    /s/ John J. Hopper

John J. HopperTitle:
    
    Vice President and TreasurerWYOMING INTERSTATE COMPANY, LTD.By:
    
    WIC Holdings Company, L.L.C.its general partnerBy:
Name:
    
    /s/ John J. Hopper

John J. HopperTitle:
    
    Vice President and TreasurerMLP:EL PASO PIPELINE PARTNERS, L.P.By:
    
    El Paso Pipeline GP Company L.L.C.,its general partnerBy:
Name:
    
    /s/ John J. Hopper

John J. HopperTitle:
    
    Vice President and Treasurer
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



BANK OF AMERICA, N.A., as
Administrative AgentBy:
Name:
    
    /s/ Ronald E. McKaig

Ronald E. McKaigTitle:
    
    Senior Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



BANK OF AMERICA, N.A.,as a Lender, L/C Issuer
and Swing Line LenderBy:
Name:
    
    /s/ Ronald E. McKaig

Ronald E. McKaigTitle:
    
    Senior Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



JPMORGAN CHASE BANK, N.A.,as a LenderBy:
Name:
    
    /s/ Robert W. Traband

Robert W. TrabandTitle:
    
    Executive Director
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



CITIBANK, N.A.,as a LenderBy:
Name:
    
    /s/ Jim Reilly

Jim ReillyTitle:
    
    Attorney-in-Fact
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



GOLDMAN SACHS CREDIT PARTNERS L.P.,as a 
LenderBy:
Name:
    
    /s/ Mark Walton

Mark WaltonTitle:
    
    Authorized Signatory
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



LEHMAN BROTHERS COMMERCIAL BANK,as 
a LenderBy:
Name:
    
    /s/ Brian McNany

Brian McNanyTitle:
    
    Authorized Signatory
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



THE BANK OF NOVA SCOTIA,as a LenderBy:
Name:
    
    /s/ A. Ostrov

A. OstrovTitle:
    
    Director
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



THE ROYAL BANK OF SCOTLAND plc,as a 
LenderBy:
Name:
    
    /s/ Patricia Dundee

Patricia DundeeTitle:
    
    Managing Director
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



UBS LOAN FINANCE LLC,as a LenderBy:
Name:
    
    /s/ Irja R. Otsa

Irja R. OtsaTitle:
    
    Associate DirectorBy:
Name:
    
    /s/ Mary E. Evans

Mary E. EvansTitle:
    
    Associate Director
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



CREDIT SUISSE,as a LenderBy:
Name:
    
    /s/ James Moran

James MoranTitle:
    
    Managing DirectorBy:
Name:
    
    /s/ Nupur Kumar

Nupur KumarTitle:
    
    Associate
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



MORGAN STANLEY BANK,as a LenderBy:
Name:
    
    /s/ Daniel Twenge

Daniel TwengeTitle:
    
    Authorized Signatory
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



WACHOVIA BANK, NATIONAL ASSOCIATION,
as a LenderBy:
Name:
    
    /s/ Shawn Young

Shawn YoungTitle:
    
    Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



ABN AMRO BANK N.V.,as a LenderBy:
Name:
    
    /s/ R. Scott Donaldson

R. Scott DonaldsonTitle:
    
    DirectorBy:
Name:
    
    /s/ Todd D. Vaubel

Todd D. VaubelTitle:
    
    Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



BAYERISCHE HYPO-UND VEREINSBANK AG,
NEW YORK BRANCH,as a LenderBy:
Name:
    
    /s/ Yoram Dankner

Yoram DanknerTitle:
    
    Managing DirectorBy:
Name:
    
    /s/ Shannon Batchman

Shannon BatchmanTitle:
    
    Director
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



BAYERISCHE LANDESBANK, NEW YORK 
BRANCH,as a LenderBy:
Name:
    
    /s/ John Gregory

John GregoryTitle:
    
    First Vice PresidentBy:
Name:
    
    /s/ Gina Hoey

Gina HoeyTitle:
    
    Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



BNP PARIBAS,as a LenderBy:
Name:
    
    /s/ Mark A. Cox

Mark A. CoxTitle:
    
    Managing DirectorBy:
Name:
    
    /s/ Larry Robinson

Larry RobinsonTitle:
    
    Director
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



DEUTSCHE BANK AG NEW YORK BRANCH,as a LenderBy:
Name:
    
    /s/ Marcus Tarkington

Marcus TarkingtonTitle:
    
    DirectorBy:
Name:
    
    /s/ Ming K. Chu

Ming K. ChuTitle:
    
    Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



MERRILL LYNCH BANK USA,as a LenderBy:
Name:
    
    /s/ Derek Befus

Derek BefusTitle:
    
    Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



ROYAL BANK OF CANADA,as a LenderBy:
Name:
    
    /s/ David A. McCluskey

David A. McCluskeyTitle:
    
    Authorized Signatory
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



SOCIETE GENERALE,as a LenderBy:
Name:
    
    /s/ Kevin C. Joyce

Kevin C. JoyceTitle:
    
    Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



UNION BANK OF CALIFORNIA, N.A.,as a LenderBy:
Name:
    
    /s/ Jonathan Bigelow

Jonathan BigelowTitle:
    
    Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



WELLS FARGO BANK, N.A.,as a LenderBy:
Name:
    
    /s/ Sushim Shah

Sushim ShahTitle:
    
    Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



THE BANK OF NEW YORK,as a LenderBy:
Name:
    
    /s/ Hussam S. Alsahlani

Hussam S. AlsahlaniTitle:
    
    Vice President
 Signature Page to
El Paso Pipeline Partners Operating Company, L.L.C.
Credit Agreement




---



##### 



SCHEDULE 2.01
 COMMITMENTS
 Lender
    
    CommitmentBank of America, N.A.
    
    $
    47,500,000JPMorgan Chase Bank, N.A.
    
    $
    47,500,000Citibank, N.A.
    
    $
    47,500,000Goldman Sachs Credit Partners L.P.
    
    $
    47,500,000Lehman Brothers Commercial Bank, FSB
    
    $
    47,500,000The Bank of Nova Scotia
    
    $
    47,500,000The Royal Bank of Scotland plc
    
    $
    47,500,000UBS Loan Finance LLC
    
    $
    47,500,000Credit Suisse
    
    $
    38,000,000Morgan Stanley Bank
    
    $
    38,000,000Wachovia Bank, National Association
    
    $
    38,000,000ABN AMRO Bank N.V.
    
    $
    25,000,000Bayerische Hypo-UND Vereinsbank AG, New York Branch
    
    $
    25,000,000Bayerische Landesbank, New York Branch
    
    $
    25,000,000BNP Paribas
    
    $
    25,000,000Deutsche Bank AG New York Branch
    
    $
    25,000,000Merrill Lynch Bank USA
    
    $
    25,000,000Royal Bank of Canada
    
    $
    25,000,000Societe Generale
    
    $
    25,000,000Union Bank of California, N.A.
    
    $
    25,000,000Wells Fargo Bank, N.A.
    
    $
    25,000,000The Bank of New York
    
    $
    6,000,000Total
    
    $
    750,000,000.00




---



##### 



SCHEDULE 5.09
 ENVIRONMENTAL COMPLIANCE




---



##### 



SCHEDULE 5.12
 SUBSIDIARIES AND
OTHER EQUITY INVESTMENTS
 Subsidiaries
       Unrestricted Subsidiaries
  Other Equity Investments




---



##### 



SCHEDULE 7.01
 EXISTING LIENS




---



##### 



SCHEDULE 7.03
 EXISTING INDEBTEDNESS




---



##### 



SCHEDULE 7.09
 BURDENSOME AGREEMENTS




---



##### 



SCHEDULE 10.02
 ADMINISTRATIVE AGENTS OFFICE;
CERTAIN ADDRESSES FOR NOTICES
 LOAN PARTIES:
 
 ADMINISTRATIVE AGENT:
 Administrative Agents Office  (for payments and Requests for Credit Extensions):
 th
 Other Notices as Administrative Agent
 th




---



##### 



with a copy to
 th
 L/C ISSUER:
 SWING LINE LENDER:    th




---



##### 



EXHIBIT A
 FORM OF COMMITTED LOAN NOTICE
 
   Agreement Opco WIC Borrowers Borrower
  o o
 1.
    
    Name of Borrower: .2.
    
    On  (a Business Day).3.
    
    In the amount of $.4.
    
    Comprised of .
[Type of Committed Loan requested]5.
    
    For Eurodollar Rate Loans: with an Interest Period of  months.
 Section 2.01
 [INSERT SIGNATURE BLOCK FOR OPCO OR
APPLICABLE BORROWER]By:Name:Title:




---



##### 



EXHIBIT B
 FORM OF SWING LINE LOAN NOTICE
 
 To:
    
    Bank of America, N.A., as Swing Line Lender

Bank of America, N.A., as Administrative Agent
  Agreement Opco WIC Borrowers Borrower
  1.
    
    Name of Borrower:.2.
    
    On  (a Business Day).3.
    
    In the amount of $ .
 Section 2.04(a)
 [INSERT SIGNATURE BLOCK FOR OPCO OR 
APPLICABLE BORROWER]By:Name:Title:




---



##### 



EXHIBIT C
 FORM OF NOTE
 
 Borrower   Lender Agreement
 Section
2.04(f)




---



##### 



[INSERT SIGNATURE BLOCK FOR 
APPLICABLE BORROWER]By:Name:Title:




---



##### 



EXHIBIT D
 FORM OF COMPLIANCE CERTIFICATE
 
   Agreement Opco WIC Borrowers Borrower MLP
 
 [Use following paragraph 1 for fiscal year-end financial statements]
 Section
6.01(a)
 [Use following paragraph 1 for fiscal quarter-end financial statements]
 Section
6.01(b)
  [select one:]
  or




---



##### 



[Insert the following paragraph for fiscal year-end financial statements]
 1
 [Insert the following paragraph for fiscal quarter-end financial statements]
  IN WITNESS ,
 EL PASO PIPELINE PARTNERS, L.P.By: EL PASO PIPELINE GP COMPANY, L.L.C.,
its general partnerBy:Name:Title:
 
 1
    
    Insert bracketed language if such financial statements are unaudited




---



##### 



EXHIBIT E
 ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption 2 Assignor 3 Assignee 4 5 Credit Agreement
 Assigned Interest
 1. Assignor[s]:2. Assignee[s]:[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
 
 2
    
    For bracketed language here and elsewhere in this form
relating to the Assignor(s), if the assignment is from a single Assignor,
choose the first bracketed language. If the assignment is from multiple
Assignors, choose the second bracketed language.3
    
    For bracketed language here and elsewhere in this form
relating to the Assignee(s), if the assignment is to a single Assignee, choose
the first bracketed language. If the assignment is to multiple Assignees,
choose the second bracketed language.4
    
    Select as appropriate.5
    
    Include bracketed language if there are either multiple
Assignors or multiple Assignees.




---



##### 



Borrowers
 Administrative Agent
 Credit Agreement
 Assigned Interest[s]
 Aggregate
    
    
    
    PercentageAmount of
    
    Amount of
    
    Assigned ofCommitment/Loans
    
    Commitment/Loans
    
    Commitment/
    
    CUSIPAssignor[s]6
    
    Assignee[s]7
    
    for all Lenders8
    
    Assigned
    
    Loans9
    
    Number$
    
    $
    
    %$
    
    $
    
    %$
    
    $
    
    %
 Trade Date  10
 
  ASSIGNOR
[NAME OF ASSIGNOR]By:Title: 
 6
    
    List each Assignor, as appropriate.7
    
    List each Assignee, as appropriate.8
    
    Amounts in this column and in the column immediately to
the right to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.9
    
    Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.10
    
    To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date.




---



##### 



ASSIGNEE
[NAME OF ASSIGNEE]By:Title: 11
 
 By:Title:
 12
 By:Title:
 
 11
    
    To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.12
    
    To be added only if the consent of the Borrower and/or
other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of
the Credit Agreement.




---



##### 



ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
 
 Representations and Warranties
 Assignor
 Assignee Section
10.06(b)(iii) (v) (vi) Section 10.06(b)(iii) Section 6.01
 Payments




---



##### 



General Provisions




---



##### 



EXHIBIT F-1
 FORM OF CONTINUING GUARANTY
(MLP)
 Guaranty Opco WIC Borrowers Borrower Lenders Administrative Agent Credit Agreement Guarantor Guaranteed Party Guaranteed Parties
 1. Guaranty. Debtor Relief Laws Guaranteed Obligations




---



##### 



2. No Setoff or Deductions; Taxes; Payments.
 3. Rights of Guaranteed Parties.
 4. Certain Waivers.
 5. Obligations Independent




---



##### 



6. Subrogation.
 7. Termination; Reinstatement.
 8. Subordination.
 9. Stay of Acceleration.
 10. Expenses




---



##### 



11. Miscellaneous.
 12. Condition of Borrower.
 13. Setoff. Paragraph 13 Paragraph 13 Paragraph 17
 14. Representations and Warranties.




---



##### 



15. Indemnification and Survival.
 16. Assignment.
 17. Application of Payments. Paragraph 13
 18. Further Assurances.
 19. Notices.
 20. GOVERNING LAW
 21. SUBMISSION TO JURISDICTION




---



##### 



22. WAIVER OF VENUE PARAGRAPH 21
 23. SERVICE OF PROCESS
 24. WAIVER OF JURY TRIAL
 25. ENTIRE AGREEMENT.
 Remainder of Page Intentionally Blank.
Signature(s) Page to Follow.




---



##### 



EL PASO PIPELINE PARTNERS, L.P.By:
    
    EL PASO PIPELINE GP COMPANY, L.L.C.,
its general partnerBy:Name:Title:




---



##### 



EXHIBIT F-2
 FORM OF CONTINUING GUARANTY
(Opco)
 Guaranty WIC Borrowers Borrower Lenders Administrative Agent Credit Agreement Guarantor Guaranteed Party Guaranteed Parties
 1. Guaranty. Debtor Relief Laws Guaranteed Obligations




---



##### 



2. No Setoff or Deductions; Taxes; Payments.
 3. Rights of Guaranteed Parties.
 4. Certain Waivers.
 5. Obligations Independent




---



##### 



6. Subrogation.
 7. Termination; Reinstatement.
 8. Subordination.
 9. Stay of Acceleration.
 10. Expenses




---



##### 



11. Miscellaneous.
 12. Condition of Borrower.
 13. Setoff. Paragraph 13 Paragraph 13 Paragraph 17
 14. Representations and Warranties.




---



##### 



15. Indemnification and Survival.
 16. Assignment.
 17. Application of Payments. Paragraph 13
 18. Further Assurances.
 19. Notices.
 20. GOVERNING LAW




---



##### 



21. SUBMISSION TO JURISDICTION
 22. WAIVER OF VENUE PARAGRAPH 21
 23. SERVICE OF PROCESS
 24. WAIVER OF JURY TRIAL




---



##### 



25. ENTIRE AGREEMENT.
 Remainder of Page Intentionally Blank.
Signature(s) Page to Follow.




---



##### 



EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.By:Name:Title:




---



##### 



EXHIBIT F-3
 FORM OF CONTINUING GUARANTY
(Subsidiary Guarantors)
 Guaranty  Opco WIC Borrowers Borrower MLP Lenders Administrative Agent Credit
Agreement Guarantor Guarantors Guaranteed Party Guaranteed Parties
 1. Reference to Credit Agreement.
 2. Guaranty.




---



##### 



Debtor Relief Laws Guaranteed Obligations
 3. No Setoff or Deductions; Taxes; Payments.
 4. Rights of Guaranteed Parties.
 5. Certain Waivers.




---



##### 



6. Obligations Independent
 7. Subrogation.
 8. Termination; Reinstatement.
 9. Subordination.




---



##### 



10. Stay of Acceleration.
 11. Expenses
 12. Miscellaneous.
 13. Condition of Borrower.
 14. Setoff.




---



##### 



Paragraph 14 Paragraph 14 Paragraph 18
 15. Representations and Warranties.
 16. Indemnification and Survival.
 17. Assignment.
 18. Application of Payments. Paragraph 14




---



##### 



19. Further Assurances.
 20. Addition of Guarantors. Schedule 1 Additional Guarantor Exhibit A
 21. Notices.
 22. Joint and Several Obligations.
 23. Right of Contribution Paragraph 7 Paragraph 23
 24. GOVERNING LAW
 25. SUBMISSION TO JURISDICTION




---



##### 



26. WAIVER OF VENUE PARAGRAPH 25
 27. SERVICE OF PROCESS
 28. WAIVER OF JURY TRIAL
 29. ENTIRE AGREEMENT.
 Remainder of Page Intentionally Blank.
Signature(s) Page to Follow.




---



##### 



,as a GuarantorBy:Name:Title:[INSERT SIGNATURE BLOCKS FOR OTHER SUBSIDIARY
GUARANTORS]




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SCHEDULE 1
INITIAL GUARANTOR(S)




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EXHIBIT A
 COUNTERPART TO CONTINUING GUARANTY
 Additional Guarantor
  MLP Administrative Agent Lenders Credit Agreement
 Guarantor Guarantors Guaranty Agreement




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[NAME OF ADDITIONAL GUARANTOR]By:Name:Title:




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EXHIBIT G-1
 FORM OF LEGAL OPINION
(Bracewell & Giuliani, LLP)
  
 Re:
    
    Credit Facility for El Paso Pipeline Partners Operating Company, L.L.C.
and Wyoming Interstate Company, Ltd.
  GP MLP Opco WIC Holdings Opinion
Parties Credit Agreement Borrowers Parent Guarantor BofA Administrative Agent Lenders
 Opinion Documents Applicable Law provided




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Approvals; Other Required Actions
 Enforceability
 No Violation
 Margin Regulations Margin
Regulations
 Investment Company Act 1940 Act




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Act Lehman Brothers Commercial Corporation v. Minmetals International Non-Ferrous Metals Trading
Company




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EXHIBIT G-2
 FORM OF LEGAL OPINION
(General Counsel of General Partner)
 
 
 Re:
    
    Credit Facility for El Paso Pipeline Partners Operating Company, L.L.C. and
Wyoming Interstate Company, Ltd.
  Credit Agreement Opco WIC Borrowers MLP Guarantors BofA Administrative Agent Lenders
 GP Holdings Delaware Opinion Party Delaware Opinion Parties Opinion
Parties
  (1)
    
    an executed counterpart of the Credit Agreement;(2)
    
    an executed counterpart of the Parent Guaranty;(3)
    
    an executed counterpart of the Opco Guaranty; (collectively with the Credit
Agreement and the Parent Guaranty, the Opinion Documents);(4)
    
    executed counterparts of the Notes;(5)
    
    executed counterparts of the Fee Letters;(6)
    
    (a) true and correct copies of the certificate of formation and the certificate
of limited partnership, and the limited partnership agreement and the limited liability
company agreement, as amended to date, of each Delaware Opinion Party, as the case may
be, and (b) a copy of the certificate of good standing of each Delaware Opinion Party,
dated as of a recent date, issued by the Secretary of State of the State of Delaware;
and




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(7)
    
    other documents furnished to me by the Delaware Opinion Parties pursuant to or
in connection with the Opinion Documents.
     (1)
    
    Each Delaware Opinion Party (i) is a limited partnership or limited liability
company, as the case may be, duly formed and validly existing in good standing under
the laws of the State of Delaware and (ii) possesses all the limited partnership or
limited liability company powers, as the case may be, and all other authorizations and
licenses necessary to engage in its business and operations as now conducted, which the
failure to obtain or maintain would have a Material Adverse Effect.(2)
    
    The execution, delivery, and performance by each Delaware Opinion Party of each
Opinion Document to which it is a party:
 (a)
    
    are within the each Delaware Opinion Party s limited
partnership or limited liability company powers, as the case may be, and have
been duly authorized by




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all necessary limited partnership or limited liability company action of or
by the Delaware Opinion Parties;(b)
    
    do not and will not contravene the Delaware Opinion Partys
certificate of formation or certificate of limited partnership and limited
partnership or limited liability company agreements, as the case may be, as
amended to date;(c)
    
    do not and will not contravene any U.S. federal law or
regulation applicable to the Delaware Opinion Parties (excluding provisions of
U.S. federal law expressly referred to in and covered by the opinion of
Bracewell & Giuliani LLP dated the date hereof and delivered to you in
connection with the transactions contemplated hereby) or any provision of the
Delaware Limited Liability Company Act or the Delaware Limited Partnership Act
applicable to the Delaware Opinion Parties.
 (3)
    
    Each Opinion Document has been duly executed and delivered by each Delaware
Opinion Party to which it is a party.(4)
    
    No authorization or approval or other action by, and no notice to or filing
with, any U.S. federal governmental authority or regulatory body (including, without
limitation, the Federal Energy Regulatory Commission), or any Delaware governmental
authority or regulatory body pursuant to the Delaware Limited Liability Company Act or
the Delaware Limited Partnership Act, is required for the due execution, delivery and
performance by each Opinion Party of any Opinion Document to which it is a party,
except for:
 (a)
    
    authorizations, approvals and other actions that have been
obtained or taken and notices and filings that have been made, in each case
that are in full force and effect; and(b)
    
    authorizations, approvals, other actions, notices and filings
required in the ordinary course of business in connection with the performance
by each Opinion Party of its obligations under certain covenants and warranties
contained in the Opinion Documents to which it is a party and pursuant to
securities and other laws that may be applicable to the disposition of any
collateral subject thereto.
 (5)
    
    To the best of my knowledge, there is no action, suit or proceeding pending or
overtly threatened against or involving the Opinion Parties (a) that, in my judgment
(taking into account the exhaustion of all appeals), would have a Material Adverse
Effect (provided that this opinion does not address any actions, suits, or
proceedings that have been disclosed in the MLP Registration Statement, filed by the
MLP with the Securities and Exchange Commission) or (b) that purports to affect the
legality, validity, binding effect or enforceability of the Opinion Documents.




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EXHIBIT G-3
 FORM OF LEGAL OPINION
(Colorado Local Counsel)
 
 
   WIC Credit Agreement OPCO MLP Administrative Agent
  (1)
    
    the Credit Agreement;(2)
    
    the Notes;(3)
    
    the Fee Letters;(4)
    
    The Amended and Restated Certificate of Limited Partnership of WIC as filed
with the Colorado Secretary of State on November 2, 2005 (the LP Certificate)(5)
    
    the limited partnership agreement, as amended to date, of WIC (the LP
Agreement);(6)
    
    Resolutions of the General Partner of WIC adopted _________ ___, 2007
authorizing and approving the Credit Agreement, Notes and the Fee Letters
(collectively, the Transaction Documents) and the transactions contemplated
thereby;(7)
    
    A Certificate of the Colorado Secretary of State dated November ___, 2007 as to
the good standing of WIC under the laws of the State of Colorado (the Good
Standing Certificate); and(8)
    
    A Certificate of the Secretary of the Company of even date herewith (the
Secretarys Certificate).




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(i)
    
    are within WICs limited partnership powers and have been duly
authorized by all necessary limited partnership action of or by WIC;(ii)
    
    do not and will not contravene WICs LP Agreement;(iii)
    
    do not and will not contravene any provision of the Colorado
Uniform Limited Partnership Act of 1981, CRS § 7-62-101 et seq.(CULPA), as
supplemented by the Uniform Partnership Law of Colorado, CRS § 7-60-101 et
seq.(UPL), applicable to WIC.
   (a)
    
    authorizations, approvals and other actions that have been
obtained or taken and notices and filings that have been made, in each case
that are in full force and effect; and(b)
    
    authorizations, approvals, other actions, notices and filings
required in the ordinary course of business in connection with the performance
by WIC of its obligations under certain covenants and warranties contained in
the Transaction Documents to which it is a party and pursuant to securities and
other laws that may be applicable to the disposition of any collateral subject
thereto.




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EXHIBIT H
 FORM OF ADDITIONAL BORROWER COUNTERPART
 Additional Borrower
 Recitals
 Administrative Agent Lenders Credit
Agreement
   
 Opco
 Remainder of Page Intentionally Blank.
Signature(s) Page to Follow.




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ADDITIONAL BORROWERBy:Name:Title:GUARANTORSEL PASO PIPELINE PARTNERS, L.P.By:
    
    EL PASO PIPELINE GP COMPANY, L.LC.,
its general partnerBy:Name:Title:EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.By:Name:Title:[INSERT SIGNATURE BLOCK FOR EACH SUBSIDIARY
GUARANTOR]By:Name:Title:




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Acknowledged:BANK OF AMERICA, N.A., as 
Administrative AgentBy:Name:Title: