exv10w2






Exhibit 10.2




SECURITIES PURCHASE AGREEMENT




BY AND AMONG




EL PASO PIPELINE PARTNERS, L.P.,




EL PASO PIPELINE GP COMPANY, L.L.C.



AND




THE PURCHASERS














 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Accounting Procedures and Interpretation
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II SALE AND PURCHASE
	 	 	6	 
	 
	 	 	 	 
	Section 2.01 Sale and Purchase
	 	 	6	 
	Section 2.02 Closing
	 	 	6	 
	Section 2.03 Independent Nature of Purchasers’ Obligations and Rights
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP
	 	 	7	 
	 
	 	 	 	 
	Section 3.01 Existence of the Partnership and its Subsidiaries
	 	 	7	 
	Section 3.02 Restricted Units, Capitalization and Valid Issuance
	 	 	7	 
	Section 3.03 SEC Documents
	 	 	9	 
	Section 3.04 No Material Adverse Change
	 	 	10	 
	Section 3.05 Litigation
	 	 	10	 
	Section 3.06 No Breach
	 	 	10	 
	Section 3.07 Authority
	 	 	10	 
	Section 3.08 Approvals
	 	 	11	 
	Section 3.09 MLP Status
	 	 	11	 
	Section 3.10 Investment Company Status
	 	 	11	 
	Section 3.11 Valid Private Placement
	 	 	11	 
	Section 3.12 Certain Fees
	 	 	11	 
	Section 3.13 No Side Agreements
	 	 	11	 
	Section 3.14 Taxes
	 	 	11	 
	Section 3.15 Acknowledgment Regarding Purchase of Restricted Units
	 	 	12	 
	Section 3.16 Compliance with Laws
	 	 	12	 
	Section 3.17 Insurance
	 	 	12	 
	Section 3.18 No Integrated Offering
	 	 	12	 
	Section 3.19 Registration Rights
	 	 	13	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER
	 	 	13	 
	 
	 	 	 	 
	Section 4.01 Valid Existence
	 	 	13	 
	Section 4.02 No Breach
	 	 	13	 
	Section 4.03 Authority
	 	 	13	 
	Section 4.04 Investment
	 	 	14	 
	Section 4.05 Nature of Purchaser
	 	 	14	 
	Section 4.06 Receipt of Information; Authorization
	 	 	14	 
	Section 4.07 Restricted Securities
	 	 	14	 
	Section 4.08 Certain Fees
	 	 	15	 
	Section 4.09 Legend
	 	 	15	 
	Section 4.10 No Substantial Security Holders
	 	 	15	 
	Section 4.11 No Side Agreements
	 	 	15	 
	Section 4.12 Short Selling
	 	 	15	 
	Section 4.13 Record Date; Distributions
	 	 	15	 
	 
	 	 	 	 
	ARTICLE V COVENANTS
	 	 	16	 
	 
	Section 5.01 Issuer Lock-Up/Subsequent Issuances of Units
	 	 	16	 






-i-









 







	 	 	 	 	 
	Section 5.02 Purchaser Lock-Ups
	 	 	16	 
	Section 5.03 Taking of Necessary Action
	 	 	16	 
	Section 5.04 Disclosure; Public Filings
	 	 	16	 
	Section 5.05 Other Actions
	 	 	16	 
	Section 5.06 Use of Proceeds
	 	 	17	 
	Section 5.07 Partnership Fees
	 	 	17	 
	Section 5.08 Purchaser Fees
	 	 	17	 
	Section 5.09 Certain Special Allocations of Book and Taxable Income
	 	 	17	 
	Section 5.10 Non-Disclosure; Interim Public Filings
	 	 	18	 
	Section 5.11 Acknowledgement and Agreement Regarding Short Sales
	 	 	18	 
	Section 5.12 Rule 144 Reporting
	 	 	18	 
	Section 5.13 Failure to Timely File Required Documents with the Commission
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VI CLOSING CONDITIONS
	 	 	19	 
	 
	 	 	 	 
	Section 6.01 Conditions to the Closing
	 	 	19	 
	Section 6.02 Partnership Deliveries
	 	 	21	 
	Section 6.03 Purchaser Deliveries
	 	 	21	 
	 
	 	 	 	 
	ARTICLE VII INDEMNIFICATION, COSTS AND EXPENSES
	 	 	22	 
	 
	 	 	 	 
	Section 7.01 Indemnification by the Partnership
	 	 	22	 
	Section 7.02 Indemnification by Purchasers
	 	 	22	 
	Section 7.03 Indemnification Procedure
	 	 	22	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	23	 
	 
	 	 	 	 
	Section 8.01 Interpretation
	 	 	23	 
	Section 8.02 Survival of Provisions
	 	 	24	 
	Section 8.03 No Waiver; Modifications in Writing
	 	 	24	 
	Section 8.04 Binding Effect; Assignment
	 	 	24	 
	Section 8.05 Aggregation of Restricted Units
	 	 	25	 
	Section 8.06 [Reserved]
	 	 	25	 
	Section 8.07 Communications
	 	 	25	 
	Section 8.08 Removal of Legend
	 	 	25	 
	Section 8.09 Entire Agreement
	 	 	26	 
	Section 8.10 Governing Law
	 	 	26	 
	Section 8.11 Execution in Counterparts
	 	 	26	 
	Section 8.12 Expenses
	 	 	26	 
	Section 8.13 Obligations Limited to Parties to Agreement
	 	 	26	 
	Section 8.14 Waiver of Preemptive Right by General Partner
	 	 	27	 
	Section 8.15 Termination
	 	 	27	 







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SCHEDULES AND EXHIBITS




Exhibit A - Form of Legal Opinion





iii









 








SECURITIES PURCHASE AGREEMENT




     SECURITIES PURCHASE AGREEMENT, dated effective as of September 30, 2008 (this
“Agreement”), by and among El Paso Pipeline Partners, L.P., a Delaware limited partnership
(the “Partnership”), each of the Purchasers listed in the signature pages attached hereto
(each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and,
solely for purposes of Section 8.14 of this Agreement, El Paso Pipeline GP Company, L.L.C.,
a Delaware limited liability company (the “General Partner”).



     WHEREAS, the Partnership desires to partially fund the acquisition of an incremental interest
of 15 percent of Southern Natural Gas Company and 30 percent of Colorado Interstate Gas Company
from El Paso Corporation and its Affiliates;



     WHEREAS, the Partnership desires to sell Restricted Units to each of the Purchasers in a
private placement exempt from the registration requirements of the Securities Act, and the
Purchasers desire to purchase such Restricted Units from the Partnership, each in accordance with
the provisions of this Agreement; and



     WHEREAS, the Partnership has agreed to provide Purchasers with certain registration rights
with respect to the Purchased Restricted Units acquired pursuant to this Agreement;



     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Partnership and each of the Purchasers, severally and not jointly, hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions. As used in this Agreement, and unless the context requires
a different meaning, the following terms have the meanings indicated:



     “Action” against a Person means any lawsuit, action, proceeding, investigation or
complaint before any Governmental Authority, mediator or arbitrator.



     “Affiliate” means, with respect to a specified Person, any other Person, whether now
in existence or hereafter created, directly or indirectly controlling, controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition,
“control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common
control with”) means the power to direct or cause the direction of the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise. For purposes of the Basic Documents, MLP Co-Investment Opportunity Fund,
L.P. shall be deemed to be an Affiliate of NGPMR MLP Opportunity Fund Company, LLC.



     “Agreement” shall have the meaning specified in the introductory paragraph.



1









 





     “Basic Documents” means, collectively, this Agreement and any and all other agreements
or instruments executed and delivered by the Parties on the date hereof or the Closing Date
relating to the issuance and sale of the Restricted Units, or any amendments, supplements,
continuations or modifications thereto.



     “Business Day” means any day other than a Saturday, Sunday, or a legal holiday for
commercial banks in New York, New York.



     “CIG” means Colorado Interstate Gas Company, a Delaware general partnership.



     “Closing” shall have the meaning specified in Section 2.02.



     “Closing Date” shall have the meaning specified in Section 2.02.



     “Commission” means the United States Securities and Exchange Commission.



     “Commitment Purchase Amount” means with respect to each Purchaser, the dollar amount
set forth opposite each Purchaser’s name under the heading “Commitment Purchase Amount.”



     “Contribution Agreement” means the Contribution and Exchange Agreement, dated
September 17, 2008, by and among the Partnership, El Paso Pipeline GP Company, L.L.C., a Delaware
limited liability company and the general partner of the Partnership, El Paso Pipeline LP Holdings,
L.L.C., El Paso Pipeline Partners Operating Company, L.L.C., El Paso Corporation, El Paso Noric
Investments III, L.L.C., Colorado Interstate Gas Company, El Paso SNG Holding Company, L.L.C.,
Southern Natural Gas Company, EPPP SNG GP Holdings, L.L.C. and EPPP CIG GP Holdings, L.L.C.



     “Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act.



     “El Paso GP LTIP” means the El Paso Pipeline GP Company, L.L.C. Long-Term Incentive
Plan, as amended from time to time.



     “EPPP CIG” means EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company.



     “EPPP SNG” means EPPP SNG GP Holdings, a Delaware limited liability company.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations of the Commission promulgated thereunder.



     “GAAP” means generally accepted accounting principles in the United States of America
in effect from time to time.



     “General Partner” has the meaning specified in the recitals of this Agreement.



     “Governmental Authority” shall include the country, state, county, city and political
subdivisions in which any Person or such Person’s Property is located or which exercises valid



2









 




jurisdiction over any such Person or such Person’s Property, and any court, agency,
department, commission, board, bureau or instrumentality of any of them and any monetary
authorities that exercise valid jurisdiction over any such Person or such Person’s Property. Unless
otherwise specified, all references to Governmental Authority herein shall mean a Governmental
Authority having jurisdiction over, where applicable, the Partnership, its Subsidiaries or any of
their Property or any of the Purchasers.




     “Indemnified Party” shall have the meaning specified in Section 7.03.



     “Indemnifying Party” shall have the meaning specified in Section 7.03.



     “Law” means any federal, state, local or foreign order, writ, injunction, judgment,
settlement, award, decree, statute, law, rule or regulation.



     “Lien” means any interest in Property securing an obligation owed to, or a claim by, a
Person other than the owner of the Property, whether such interest is based on the common law,
statute or contract, and whether such obligation or claim is fixed or contingent, and including but
not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security
agreement, conditional sale or trust receipt or a lease, consignment or bailment for security
purposes. For the purpose of this Agreement, a Person shall be deemed to be the owner of any
Property that it has acquired or holds subject to a conditional sale agreement, or leases under a
financing lease or other arrangement pursuant to which title to the Property has been retained by
or vested in some other Person in a transaction intended to create a financing.



     “Liquidated Damages Amount” means an amount equal to 1.00% of the product of $17.182
times the weighted average of Restricted Securities held by such Purchaser per 30-day period. The
Liquidated Damages Amount for any period of less than 30 days shall be prorated by multiplying the
Liquidated Damages Amount to be paid in a full 30-day period by a fraction, the numerator of which
is the number of days for which such liquidated damages are owed, and the denominator of which is
30.



     “Lock-Up Date” means 90 days from the Closing Date.



     “Knowledge of the Partnership” means to the actual knowledge of James C. Yardley, John
R. Sult, James J. Cleary, Daniel B. Martin or Norman G. Holmes, as Chairman or executive officers
of the General Partner.



     “NYSE” means the New York Stock Exchange.



     “Partnership” shall have the meaning specified in the introductory paragraph.



     “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of November 21, 2007.



     “Partnership Material Adverse Effect” means any material and adverse effect on (i) the
assets, liabilities, financial condition, business, operations, prospects or affairs of the
Partnership and its Subsidiaries, taken as a whole, measured against those assets, liabilities,
financial condition, business, operations, prospects or affairs reflected in the SEC Documents
filed with



3









 




the Commission prior to the date hereof or from the facts represented or warranted by the
Partnership in any Basic Document, (ii) the ability of the Partnership to meet its obligations
under the Basic Documents, or (iii) the ability of the Partnership to consummate the transactions
under any Basic Document on a timely basis. Notwithstanding the foregoing, a “Partnership Material
Adverse Effect” shall not include any effect resulting or arising from: (a) any change in general
economic conditions in the industries or markets in which the Partnership or its Subsidiaries
operate that do not have a disproportionate impact on the Partnership or its Subsidiaries; (b) the
outbreak or escalation of national or international political, diplomatic or military conditions,
including any engagement in hostilities, whether or not pursuant to a declaration of war, or the
occurrence of any military or terrorist attack; or (c) changes in GAAP or other accounting
principles.




     “Partnership Related Parties” shall have the meaning specified in
Section 7.02.



     “Partnership Securities” means any class or series of equity interest in the
Partnership (but excluding any options, rights, warrants and appreciation rights to an equity
interest in the Partnership), including without limitation Units.



     “Party” or “Parties” means the Partnership and the Purchasers party to this
Agreement, individually or collectively, as the case may be.



     “Person” means any individual, corporation, company, voluntary association,
partnership, joint venture, trust, limited liability company, unincorporated organization or
government or any agency, instrumentality or political subdivision thereof, or any other form of
entity.



     “Private Placement Value” shall have the meaning specified in Section 5.09.



     “Property” means any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible.



     “Purchaser” and “Purchasers” shall have the meaning specified in the
introductory paragraph.



     “Purchaser Material Adverse Effect” means, with respect to a particular Purchaser, any
material and adverse effect on (a) the ability of a Purchaser to meet its obligations under the
Basic Documents or (b) the ability of a Purchaser to consummate the transactions under any Basic
Document on a timely basis.



     “Purchaser Related Parties” shall have the meaning specified in Section 7.01.



     “Representatives” of any Person means the Affiliates, control persons, officers,
directors, employees, agents, counsel, investment bankers and other representatives of such Person.



     “Restricted Units” means the Units to be issued and sold to the Purchasers pursuant to
this Agreement.



     “SEC Documents” shall have the meaning specified in Section 3.03.



4









 





     “Securities Act” means the Securities Act of 1933, as amended from time to time, and
the rules and regulations of the Commission promulgated thereunder.



     “Short Sale” means, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and
forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined
in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions
through non-U.S. broker dealers or foreign regulated brokers.



     “SNG” means Southern Natural Gas Company, a Delaware general partnership.



     “Subordinated Unit” means a Partnership Security representing a fractional part of the
partnership interests of all limited partners of the Partnership and having the rights and
obligations specified with respect to subordinated units in the Partnership Agreement. The term
“Subordinated Unit” does not include a Unit. A Subordinated Unit that is convertible into a Unit
shall not constitute a Unit until such conversion occurs.



     “Subsidiary” means, as to any Person, any corporation or other entity of which (i)
such Person or a Subsidiary of such Person is a general partner or managing member, (ii) at least a
majority of the outstanding equity interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or similar governing body of such corporation or other
entity is at the time directly or indirectly owned or controlled by such Person or one or more of
its Subsidiaries or (iii) any corporation or other entity as to which such Person consolidates for
accounting purposes; provided, none of CIG, SNG or any of their respective Subsidiaries shall be a
“Subsidiary” of the Partnership or any of its Subsidiaries for the purposes of this Agreement.



     “Taxes” means any tax, charge, levy, penalty or other assessment imposed by any U.S.
federal, state, local or foreign taxing authority, including any excise, property, income, sales,
transfer, franchise, payroll, withholding, social security or other tax, including any interest,
penalties or additions attributable thereto.



     “Tax Return” means any return, report, information return, declaration, claim for
refund or other document (including any related or supporting information) supplied or required to
be supplied with respect to any Taxes and including any supplement or amendment thereof.



     “Unit” means a common unit of the Partnership representing limited partner interests
therein.



     “Unit Purchase Price” shall have the meaning specified in Section 2.01(c).



     “Unitholders” means the Unitholders of the Partnership (within the meaning of the
Partnership Agreement).



     “8-K Filing” shall have the meaning specified in Section 5.10.



     Section 1.02 Accounting Procedures and Interpretation. Unless otherwise specified in
this Agreement, all accounting terms used herein shall be interpreted, all determinations with



5









 




respect to accounting matters under this Agreement shall be made, and all financial statements
and certificates and reports as to financial matters required to be furnished to the Purchasers
under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis
during the periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q
promulgated by the Commission) and in compliance as to form in all material respects with
applicable accounting requirements and with the published rules and regulations of the Commission
with respect thereto.




ARTICLE II

SALE AND PURCHASE




     Section 2.01 Sale and Purchase.




     (a) Sale and Purchase. Subject to the terms and conditions of this Agreement,
at the Closing, the Partnership hereby agrees to issue and sell to each Purchaser, and each
Purchaser hereby agrees, severally and not jointly, to purchase from the Partnership, the
number of Restricted Units determined pursuant to paragraph (b) below of this
Section 2.01, and each Purchaser agrees to pay the Partnership the Unit Purchase
Price for each Restricted Unit, in each case, as set forth in paragraph (c) below of
this Section 2.01. The obligation of each Purchaser under this Agreement is
independent of the obligation of each other Purchaser, and the failure or waiver of
performance with respect to any Purchaser does not excuse performance by any other
Purchaser.




     (b) Units. The number of Restricted Units to be issued and sold to each
Purchaser shall be the number of Restricted Units listed under the name of such Purchaser on
the attached signature pages.




     (c) Consideration. The amount per Restricted Unit each Purchaser will pay to
the Partnership to purchase the Restricted Units (the “Unit Purchase Price”) shall
be $17.182.



     Section 2.02 Closing. Subject to the terms and conditions of this Agreement, the
execution and delivery of the Basic Documents (other than this Agreement), delivery of certificates
representing the Restricted Units and execution and delivery of all other instruments, agreements,
and other documents required (which certificates representing the Restricted Units may be delivered
within seven (7) Business Days of the Closing Date) by this Agreement (the “Closing”) shall
take place on September 30, 2008, or such other date as shall be agreeable to the Parties (the
“Closing Date”). The Closing shall take place at the offices of Andrews Kurth LLP, 600
Travis, Suite 4200, Houston, Texas 77002. At the Closing, subject to the terms and conditions of
this Agreement, each of the Partnership and the Purchasers shall deliver, or cause to be delivered,
the items set forth in Article VI.



     Section 2.03 Independent Nature of Purchasers’ Obligations and Rights. The respective
obligations of each Purchaser under any Basic Document are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the
performance of the obligations of any other Purchaser under any Basic Document. The failure or
waiver of performance under any Basic Document by any Purchaser, or on its behalf, does not



6









 




excuse performance by any other Purchaser. Nothing contained herein or in any other Basic
Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the Purchasers are in any way acting in concert or as a group for purposes of
Section 13(d) of the Exchange Act with respect to such obligations or the transactions contemplated
by any Basic Document. Each Purchaser shall be entitled to independently protect and enforce its
rights, including the rights arising out of this Agreement or out of the other Basic Documents, and
it shall not be necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.




ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP




     The Partnership represents and warrants to the Purchasers, on and as of the date of this
Agreement and on and as of the Closing Date, as follows:



     Section 3.01 Existence of the Partnership and its Subsidiaries.




     (a) The Partnership: (i) is a limited partnership duly formed, validly existing and in
good standing under the Laws of the State of Delaware; (ii) has all requisite limited
partnership power and authority, and has all governmental licenses, authorizations, consents
and approvals, necessary to own, lease, use and operate its Properties and carry on its
business as its business is now being conducted as described in the SEC Documents, except
where the failure to obtain such licenses, authorizations, consents and approvals would not
reasonably be expected to have a Partnership Material Adverse Effect; and (iii) is qualified
to do business in all jurisdictions in which the nature of the business conducted by it
makes such qualifications necessary, except where failure so to qualify would not reasonably
be expected to have a Partnership Material Adverse Effect. The Partnership is not in
violation of its certificate of limited partnership or the Partnership Agreement.




     (b) The General Partner has been duly formed and is validly existing and in good
standing under the laws of the State of Delaware and has all requisite limited liability
company power and authority, and has all governmental licenses, authorizations, consents and
approvals necessary, to own, lease, use or operate its Properties and carry on its business
as now being conducted and as described in the SEC Documents, except where the failure to
obtain such licenses, authorizations, consents and approvals would not be reasonably likely
to have a Partnership Material Adverse Effect.



     Section 3.02 Restricted Units, Capitalization and Valid Issuance.




     (a) The Restricted Units shall have those rights, preferences, privileges and
restrictions governing the Units as set forth in the Partnership Agreement. A true and
correct copy of the Partnership Agreement has been filed by the Partnership with the
Commission.




     (b) As of the date of this Agreement, the issued and outstanding limited partner
interests of the Partnership consist of 57,196,211 Units, 27,727,411 Subordinated



7









 






Units and the Incentive Distribution Rights (as defined in the Partnership Agreement)
and the only issued and outstanding general partner interest is the General Partner’s 2%
general partner interest. All of the outstanding Units, Subordinated Units and Incentive
Distribution Rights have been duly authorized and validly issued in accordance with
applicable Law under the Delaware LP Act and the Partnership Agreement and are fully paid
(to the extent required under applicable Law and the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607
and 17-804 of the Delaware LP Act).




     (c) Other than the El Paso GP LTIP, the Partnership has no equity compensation plans
that contemplate the issuance of Units (or securities convertible into or exchangeable for
Units). No indebtedness having the right to vote (or convertible into or exchangeable for
securities having the right to vote) on any matters on which the Unitholders may vote is
issued or outstanding. Except (i) as have been granted pursuant to El Paso GP LTIP, (ii) as
contemplated by this Agreement, (iii) as contemplated by the Contribution Agreement or (iv)
as are contained in the Partnership Agreement, there are no outstanding or authorized (A)
options, warrants, preemptive rights, subscriptions, calls, convertible or exchangeable
securities or other rights, agreements, claims or commitments of any character obligating
the Partnership or any of its Subsidiaries to issue, transfer or sell any limited partner
interests or other equity interests in, the Partnership or securities convertible into or
exchangeable for such limited partner interests or other equity interests, (B) obligations
of the Partnership to repurchase, redeem or otherwise acquire any limited partner interests
or other equity interests of the Partnership or any of its Subsidiaries or any such
securities or agreements listed in clause (A) of this sentence or (C) voting trusts
or similar agreements to which the Partnership or any of its Subsidiaries is a party with
respect to the voting of the equity interests of the Partnership. Neither the execution of
this Agreement nor the issuance of the Units as contemplated by this Agreement gives rise to
any rights for or relating to the registration of any securities of the Partnership.




     (d) (i) All of the issued and outstanding equity interests of each of the
Partnership’s Subsidiaries are owned, directly or indirectly, by the Partnership free and
clear of any Liens (except for such restrictions as may exist under applicable Law, the
organizational documents of such Subsidiaries), and all such ownership interests have been
duly authorized, validly issued and are fully paid (to the extent required by applicable Law
and the organizational documents of such Subsidiaries) and non-assessable (except as
nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP
Act and Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, or the
organizational documents of such Subsidiaries) and (ii) except as disclosed in the
Partnership’s SEC Documents, neither the Partnership nor any of its Subsidiaries owns any
shares of capital stock or other securities of, or interest in, any other Person, or is
obligated to make any capital contribution to or other investment in any other Person other
than such Subsidiaries, CIG and SNG.




     (e) After giving effect to the transactions contemplated by the Contribution Agreement,
EPPP CIG will directly own a 40% general partnership interest in CIG and



8









 






EPPP SNG will directly own a 25% general partnership interest in SNG and all such
general partnership interests will have been duly authorized and validly issued.




     (f) The offer and sale of the Restricted Units and the limited partner interests
represented thereby have been duly authorized by the Partnership pursuant to the Partnership
Agreement and, when issued and delivered to the Purchasers against payment therefore in
accordance with the terms of this Agreement, will be validly issued, fully paid (to the
extent required by applicable Law and the Partnership Agreement) and nonassessable (except
as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the
Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other
than restrictions on transfer under the Partnership Agreement and under applicable state and
federal securities Laws and other than such Liens as are created by the Purchasers.




     (g) The Restricted Units will be issued in compliance with all applicable rules of the
NYSE. Prior to the Closing Date, the Partnership will submit to the NYSE a Supplemental
Listing Application with respect to the Restricted Units. The Partnership’s currently
outstanding Units are quoted on the NYSE and the Partnership has not received any notice of
delisting.




     (h) Neither the execution of this Agreement nor the offering or sale of the Restricted
Units gives rise to any rights for or relating to the registration of any Units or other
securities of the Partnership other than those rights granted to the General Partner or any
of its Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12
of the Partnership Agreement.



     Section 3.03 SEC Documents. The Partnership has filed with the Commission all
reports, schedules and statements required to be filed by it under the Exchange Act since the
consummation of its initial public offering (all such documents filed on or prior to the date of
this Agreement, but specifically excluding any documents “furnished,” collectively, the “SEC
Documents”). The SEC Documents, including any Partnership audited or unaudited financial
statements and any notes thereto or schedules included therein, at the time filed (except to the
extent corrected by a subsequently filed SEC Document filed prior to the date of this Agreement)
(i) did not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, (ii) complied as to form in all material
respects with applicable requirements of the Exchange Act and the applicable accounting
requirements and with the published rules and regulations of the Commission with respect thereto,
(iii) were prepared in accordance with GAAP applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto or, in the case of unaudited statements,
as permitted by Form 10-Q of the Commission) and (iv) fairly present (subject in the case of
unaudited statements to normal, recurring and year-end audit adjustments) in all material respects
the consolidated financial position of the Partnership as of the dates thereof and the consolidated
results of its operations and cash flows for the periods then ended. Ernst & Young LLP is an
independent registered public accounting firm with respect to the Partnership and has not resigned
or been dismissed as an independent registered public accountant of the Partnership as a result of
or in connection with any disagreement with the



9









 




Partnership on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures.




     Section 3.04 No Material Adverse Change. Except as set forth in or contemplated by
the SEC Documents filed with the Commission since June 30, 2008, the Partnership and its
Subsidiaries have conducted their business in the ordinary course, consistent with past practice,
and there has been no (i) change that has had or would reasonably be expected to have a Partnership
Material Adverse Effect, (ii) acquisition or disposition of any material asset by the Partnership
or any of its Subsidiaries or any contract or arrangement therefore, otherwise than for fair value
in the ordinary course of business, (iii) material change in the Partnership’s accounting
principles, practices or methods or (iv) incurrence of material indebtedness.



     Section 3.05 Litigation. Except as set forth in the SEC Documents, there is no Action
pending or, to the Knowledge of the Partnership, contemplated or threatened against the Partnership
or any of its Subsidiaries or any of their respective officers (in their capacity as such),
directors (in their capacity as such) or Properties, (a) which (individually or in the aggregate)
reasonably would be expected to have a Partnership Material Adverse Effect or which challenges the
validity of any of the Basic Documents or the right of the Partnership to enter into any of the
Basic Documents or to consummate the transactions contemplated hereby and thereby or (b) which
would reasonably be expected to adversely affect or restrict the Partnership’s ability to
consummate the transactions contemplated by the Basic Documents.



     Section 3.06 No Breach. The execution, delivery and performance by the Partnership of
the Basic Documents to which it is a party and all other agreements and instruments to be executed
and delivered by the Partnership pursuant hereto or thereto or in connection herewith and
therewith, and compliance by the Partnership with the terms and provisions hereof and thereof, do
not and will not (a) violate any provision of any Law, governmental permit, determination or award
having applicability to the Partnership or any of its Subsidiaries or any of their respective
Properties, (b) conflict with or result in a violation of any provision of the organizational
documents of the Partnership or any of its Subsidiaries, (c) require any consent, approval or
notice under or result in a violation or breach of or constitute (with or without due notice or
lapse of time or both) a default (or give rise to any right of termination, cancellation or
acceleration) under any note, bond, mortgage, license, loan or credit agreement or other
instrument, obligation or agreement to which the Partnership or any of its Subsidiaries is a party
or by which the Partnership or any of its Subsidiaries or any of their respective Properties may be
bound or (d) result in or require the creation or imposition of any Lien upon or with respect to
any of the Properties now owned or hereafter acquired by the Partnership or any of its
Subsidiaries, except in the cases of clauses (a), (c) and (d) where such violation, default,
breach, termination, cancellation, failure to receive consent or approval, or acceleration with
respect to the foregoing provisions of this Section 3.06 would not, individually or in the
aggregate, reasonably be expected to have a Partnership Material Adverse Effect.



     Section 3.07 Authority. The Partnership has all necessary limited partnership power
and authority to execute, deliver and perform its obligations under the Basic Documents to which it
is a party and to consummate the transactions contemplated thereby; the execution, delivery and
performance by the Partnership of the Basic Documents to which it is a party, and the consummation
of the transactions contemplated thereby, have been duly authorized by all



10









 




necessary action on its part; and the Basic Documents will constitute the legal, valid and
binding obligations of Partnership, enforceable in accordance with their terms, except as such
enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws
affecting creditors’ rights generally or by general principles of equity, including principles of
commercial reasonableness, fair dealing and good faith. No approval from the holders of
outstanding Units is required under the Partnership Agreement or the rules of the NYSE in
connection with the Partnership’s issuance and sale of the Restricted Units to the Purchasers.




     Section 3.08 Approvals. No authorization, consent, approval, waiver, license,
qualification or written exemption from, nor any filing, declaration, qualification or registration
with, any Governmental Authority or any other Person is required in connection with the execution,
delivery or performance by the Partnership of any of the Basic Documents to which it is a party or
the Partnership’s issuance and sale of the Restricted Units, except (i) as may be required under
the state securities or “Blue Sky” Laws, or (ii) where the failure to receive such authorization,
consent, approval, waiver, license, qualification or written exemption or to make such filing,
declaration, qualification or registration would not, individually or in the aggregate, reasonably
be expected to have a Partnership Material Adverse Effect.



     Section 3.09 MLP Status. The Partnership has, for each taxable year beginning on or
after the closing of its initial public offering, met the gross income requirements of Section
7704(c)(2) of the Internal Revenue Code of 1986, as amended.



     Section 3.10 Investment Company Status. The Partnership is not an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.



     Section 3.11 Valid Private Placement. Assuming the accuracy of the representations
and warranties of the Purchasers contained in this Agreement, the sale and issuance of the
Restricted Units pursuant to this Agreement is exempt from the registration requirements of the
Securities Act, and neither the Partnership nor, to the Knowledge of the Partnership, any
authorized Representative acting on its behalf has taken or will take any action hereafter that
would cause the loss of such exemption.



     Section 3.12 Certain Fees. No fees or commissions are or will be payable by the
Partnership to brokers, finders, or investment bankers with respect to the sale of any of the
Restricted Units or the consummation of the transactions contemplated by this Agreement.



     Section 3.13 No Side Agreements. Other than this Agreement, there are no agreements
by, among or between the Partnership or its Affiliates, on the one hand, and any of the Purchasers
or their Affiliates, on the other hand, with respect to the transactions contemplated hereby nor
promises or inducements for future transactions between or among any of such parties.



     Section 3.14 Taxes. The Partnership has filed all Tax Returns required to be filed.
To the Knowledge of the Partnership, such Tax Returns are true, correct and complete in all
material respects. The Partnership has paid in full all Taxes shown to be due on such Tax Returns.
The Partnership has not received any written notice of deficiency or assessment from any taxing
authority with respect to liabilities for any material Taxes, which have not been fully paid or



11









 




finally settled, unless being contested in good faith through appropriate proceedings and for
which adequate reserves are presented in the Partnership’s financial statements included in the SEC
Documents.




     Section 3.15 Acknowledgment Regarding Purchase of Restricted Units. The Partnership
acknowledges and agrees that (i) each of the Purchasers is participating in the transactions
contemplated by this Agreement and the other Basic Documents at the Partnership’s request and the
Partnership has concluded that such participation is in the Partnership’s best interest and is
consistent with the Partnership’s objectives and (ii) each of the Purchasers is acting solely in
the capacity of an arm’s length purchaser. The Partnership further acknowledges that no Purchaser
is acting or has acted as an advisor, agent or fiduciary of the Partnership (or in any similar
capacity) with respect to this Agreement or the other Basic Documents and any advice given by any
Purchaser or any of its respective Representatives in connection with this Agreement or the other
Basic Documents is merely incidental to the Purchasers’ purchase of the Restricted Units. The
Partnership further represents to each Purchaser that the Partnership’s decision to enter into this
Agreement has been based solely on the independent evaluation of the transactions contemplated
hereby by the Partnership and its Representatives.



     Section 3.16 Compliance with Laws. Neither the Partnership nor any of its
Subsidiaries is in violation of any Law applicable to the Partnership or its Subsidiaries, except
as would not, individually or in the aggregate, have a Partnership Material Adverse Effect. The
Partnership and its Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate regulatory authorities necessary to conduct their respective businesses, except where
the failure to possess such certificates, authorizations or permits would not have, individually or
in the aggregate, a Partnership Material Adverse Effect, and neither the Partnership nor any such
Subsidiary has received any notice of proceedings relating to the revocation or modification of any
such certificate, authorization or permit, except where such potential revocation or modification
would not have, individually or in the aggregate, a Partnership Material Adverse Effect.



     Section 3.17 Insurance. The Partnership and the General Partner are insured against
such losses and risks and in such amounts as the Partnership believes in its sole discretion to be
prudent for its businesses. The Partnership does not have any reason to believe that it or the
General Partner will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its
business.



     Section 3.18 No Integrated Offering. Neither the Partnership, nor any of its
Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security, under circumstances
that would cause this offering of the Restricted Units to be integrated with prior offerings by the
Partnership for purposes of the Securities Act or any applicable stockholder approval provisions,
including, without limitation, under the rules and regulations of the trading market on which the
Units are currently listed or quoted.



12









 





     Section 3.19 Registration Rights. Neither the execution of this Agreement nor the
issuance of the Purchased Units as contemplated by this Agreement gives rise to any rights for or
relating to the registration of any securities of the Partnership.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER




     Each Purchaser, severally and not jointly, represents and warrants to the Partnership with
respect to itself, on and as of the date of this Agreement and on and as of the Closing Date, as
follows:



     Section 4.01 Valid Existence. Such Purchaser (a) is duly incorporated or formed,
validly existing and in good standing under the Laws of its respective jurisdiction of
incorporation or formation, and (b) has all requisite power and authority, and has all material
governmental licenses, authorizations, consents and approvals necessary to own its Properties and
carry on its business as its business is now being conducted, except where the failure to obtain
such licenses, authorizations, consents and approvals would not reasonably be expected to have a
Purchaser Material Adverse Effect. Each such Purchaser is not in default in the performance,
observance or fulfillment of any provision of its organizational documents, except where such
default would not have or would not reasonably be likely to have a Purchaser Material Adverse
Effect.



     Section 4.02 No Breach. The execution, delivery and performance by such Purchaser of
the Basic Documents to which it is a party and all other agreements and instruments to be executed
and delivered by such Purchaser pursuant hereto or thereto or in connection herewith or therewith,
compliance by such Purchaser with the terms and provisions hereof and thereof, and the purchase of
the Restricted Units by such Purchaser do not and will not (a) violate any provision of any Law,
governmental permit, determination or award having applicability to such Purchaser or any of its
Properties, (b) conflict with or result in a violation of any provision of the organizational
documents of such Purchaser or (c) require any consent (other than standard internal consents),
approval or notice under or result in a violation or breach of or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of termination, cancellation
or acceleration) under any note, bond, mortgage, license, loan or credit agreement or other
instrument or agreement to which such Purchaser is a party or by which such Purchaser or any of its
Properties may be bound, except in the case of clauses (a) and (c), where such violation, default,
breach, termination, cancellation, failure to receive consent or approval, or acceleration with
respect to the foregoing provisions of this Section 4.02 would not, individually or in the
aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.



     Section 4.03 Authority. The Purchaser has all necessary corporate, limited liability
company or partnership power and authority to execute, deliver and perform its obligations under
the Basic Documents to which it is a party and to consummate the transactions contemplated thereby;
the execution, delivery and performance by the Purchaser of the Basic Documents to which it is a
party, and the consummation of the transactions contemplated thereby, have been duly authorized by
all necessary action on its part; and the Basic Documents will constitute the legal, valid and
binding obligations of Purchaser, enforceable in accordance with their terms,



13









 




except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer
and similar Laws affecting creditors’ rights generally or by general principles of equity,
including principles of commercial reasonableness, fair dealing and good faith.




     Section 4.04 Investment. The Restricted Units are being acquired for such Purchaser’s
own account, the account of its Affiliates, or the accounts of clients for whom such Purchaser
exercises discretionary investment authority (all of whom the Purchaser hereby represents and
warrants are “accredited investors” within the meaning of Rule 501(a) of Regulation D or “qualified
institutional buyer” within the meaning of Rule 144A promulgated by the Commission pursuant to the
Securities Act), not as a nominee or agent, and with no present intention of distributing the
Restricted Units or any part thereof, and that such Purchaser has no present intention of selling
or granting any participation in or otherwise distributing the same in any transaction in violation
of the securities Laws of the United States of America or any state, without prejudice, however,
subject to such Purchaser’s right at all times (subject to such Purchaser’s agreement contained in
Section 5.02) to sell or otherwise dispose of all or any part of the Restricted Units under
a registration statement under the Securities Act and applicable state securities Laws or under an
exemption from such registration available thereunder (including, without limitation, if available,
Rule 144 promulgated thereunder). If such Purchaser should in the future decide to dispose of any
of the Restricted Units, such Purchaser understands and agrees (a) that it may do so only (i) in
compliance with the Securities Act and applicable state securities law, as then in effect, or
pursuant to an exemption therefrom (including Rule 144 under the Securities Act) or (ii) in the
manner contemplated by any registration statement pursuant to which such securities are being
offered, and (b) that stop-transfer instructions to that effect will be in effect with respect to
such securities. Notwithstanding the foregoing, any Purchaser may at any time enter into one or
more total return swaps with respect to such Purchaser’s Restricted Units with a third party or
transfer Restricted Units to an Affiliate of such Purchaser provided that any such transaction is
exempt from registration under the Securities Act.



     Section 4.05 Nature of Purchaser. Such Purchaser represents and warrants to, and
covenants and agrees with, the Partnership that, (a) it is an “accredited investor” within the
meaning of Rule 501(a) of Regulation D or a “qualified institutional buyer” under Rule 144A as
promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and
financial experience it has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the prospective investment in the
Restricted Units, is able to bear the economic risk of such investment and, at the present time,
would be able to afford a complete loss of such investment.



     Section 4.06 Receipt of Information; Authorization. Such Purchaser acknowledges that
it (a) has access to the SEC Documents with the Commission and (b) has been provided a reasonable
opportunity to ask questions of and receive answers from Representatives of the Partnership
regarding such matters.



     Section 4.07 Restricted Securities. Such Purchaser understands that the Restricted
Units it is purchasing are characterized as “restricted securities” under the federal securities
Laws inasmuch as they are being acquired from the Partnership in a transaction not involving a
public offering and that under such Laws and applicable regulations such securities may be



14









 




resold without registration under the Securities Act only in certain limited circumstances.
In this connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of
the Commission promulgated under the Securities Act.




     Section 4.08 Certain Fees. No fees or commissions will be payable by such Purchaser
to brokers, finders, or investment bankers with respect to the sale of any of the Restricted Units
or the consummation of the transactions contemplated by this Agreement.



     Section 4.09 Legend. It is understood that the certificates evidencing the Restricted
Units will bear the following legend:




“These securities have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or the securities laws
of any state or other jurisdiction. These securities may not be
sold or offered for sale except pursuant to an effective
registration statement under the Securities Act or pursuant to an
exemption from registration thereunder, in each case in accordance
with all applicable securities laws of the states or other
jurisdictions, and in the case of a transaction exempt from
registration, such securities may only be transferred if the
transfer agent for such securities has received documentation
satisfactory to it that such transaction does not require
registration under the Securities Act.”



     Section 4.10 No Substantial Security Holders. Such Purchaser represents and warrants
to, and covenants and agrees with, the Partnership that, on the date hereof and as of the date of
Closing (before giving effect to the purchase of Restricted Units pursuant to this Agreement), such
Purchaser and its Affiliates (a) hold beneficial ownership of less than five percent of the Units
of the Partnership outstanding on the date hereof and (b) hold beneficial ownership of less than
five percent of the outstanding voting power of the Partnership.



     Section 4.11 No Side Agreements. Other than this Agreement, there are no agreements
by, among or between such Purchaser and any of its Affiliates, on the one hand, and the (i) other
Purchasers or their Affiliates, or (ii) the Partnership and its Affiliates, on the other hand, with
respect to the transactions contemplated hereby nor promises or inducements for future transactions
between or among any of such parties.



     Section 4.12 Short Selling. Such Purchaser has not engaged in any Short Sales
involving Units owned by it between the time it first began discussions with the Partnership about
the transaction contemplated by this Agreement and the date hereof (it being understood that the
entering into of a total return swap should not be considered a short sale).



     Section 4.13 Record Date; Distributions. The Board of directors of the General
Partner approved a cash distribution attributable to the second quarter of 2008, which was paid on
August 14, 2008 to Unitholders of record at the close of business on July 31, 2008. Each Purchaser
acknowledges that it will not be entitled to any distribution or other dividend from the
Partnership attributable to the second quarter of 2008 with respect to the Restricted Units.



15









 





ARTICLE V

COVENANTS




     Section 5.01 Issuer Lock-Up/Subsequent Issuances of Units. Without the written
consent of the holders of a majority of the Restricted Units, from the signing date of the
Agreement until the Lock-Up Date, the Partnership shall not grant, issue or sell any Units or other
equity or voting securities of the Partnership or any securities convertible thereinto or
exchangeable therefor, or take any other action that may result in the issuance of any of the
foregoing, other than (i) the issuance of options or Units under the El Paso GP LTIP, or the
issuance of Units upon the exercise of awards issued under the El Paso GP LTIP, (ii) the issuance
of the Units pursuant to the Contribution Agreement, (iii) the issuance or sale of Units at a price
no less than 110% of the Unit Purchase Price (including, and not net of, any underwriting discounts
and commissions or placement fees), and (iv) Units issued as consideration for, or to finance the
acquisition of, assets or equity. Notwithstanding the foregoing, the Partnership shall not sell,
offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would
be integrated with the sale of the Restricted Units in a manner that would require the registration
under the Securities Act of the sale of the Restricted Units to the Purchasers.



     Section 5.02 Purchaser Lock-Ups. Without the prior written consent of the
Partnership, each Purchaser agrees that neither such Purchaser nor any of its Affiliates will
offer, sell, pledge or otherwise transfer or dispose of any of its Restricted Units prior to the
Lock-Up Date; provided, however, that any Purchaser may, (i) subject Section 8.04(c), enter
into one or more total return swaps or similar transactions at any time with respect to the
Restricted Units purchased by such Purchaser provided that such transaction is exempt from
registration under the Securities Act and (ii) transfer its Restricted Units to an Affiliate of
such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser, provided that any
such Affiliate transferee agrees to the restrictions set forth in this Section 5.02.



     Section 5.03 Taking of Necessary Action. Each of the Parties hereto shall use its
commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do
or cause to be done all things necessary, proper or advisable under applicable Law and regulations
to consummate and make effective the transactions contemplated by this Agreement. Without limiting
the foregoing, the Partnership and each Purchaser shall use its commercially reasonable efforts to
make all filings and obtain all consents of Governmental Authorities that may be necessary or, in
the reasonable opinion of the other Parties, as the case may be, advisable for the consummation of
the transactions contemplated by the Basic Documents.



     Section 5.04 Disclosure; Public Filings. The Partnership may, without prior written
consent or notice, (i) file this Agreement as an exhibit to an Exchange Act report and (ii)
disclose information with respect to any Purchaser solely to the extent required by applicable Law
or the rules and regulations of the Commission or any regulatory agency, the NYSE or other exchange
on which securities of the Partnership are listed or traded.



     Section 5.05 Other Actions. The Partnership shall file prior to the Closing a
supplemental listing application with the NYSE to list the Restricted Units.



16









 





     Section 5.06 Use of Proceeds. The Partnership shall use the collective proceeds from
the sale of the Restricted Units to partially fund the acquisition of an incremental interest of 15
percent of Southern Natural Gas Company and 30 percent of Colorado Interstate Gas Company from El
Paso Corporation and its Affiliates. If the transactions contemplated by Contribution Agreement
are not closed concurrently with the Closing or within two Business Days thereafter, the
Partnership shall return the Commitment Purchase Amount paid to the Partnership to the applicable
Purchasers within two Business Days of receipt thereof and the Purchaser shall promptly return all
Restricted Units to the Partnership.



     Section 5.07 Partnership Fees. The Partnership agrees that it will indemnify and hold
harmless each of the Purchasers from and against any and all claims, demands, or liabilities for
broker’s, finder’s, placement, or other similar fees or commissions incurred by the Partnership or
alleged to have been incurred by the Partnership in connection with the sale of Restricted Units or
the consummation of the transactions contemplated by this Agreement.



     Section 5.08 Purchaser Fees. Each Purchaser agrees, severally and not jointly with
the other Purchasers, that it will indemnify and hold harmless the Partnership from and against any
and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or
commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in
connection with the purchase of Restricted Units or the consummation of the transactions
contemplated by this Agreement.



     Section 5.09 Certain Special Allocations of Book and Taxable Income. To the extent
that the Unit Purchase Price differs from the trading price of the Units on the NYSE as of the
Closing Date (the “Private Placement Value”), the General Partner intends to specially
allocate Partnership items of book and taxable income, gain, loss or deduction to the Purchasers so
that their capital accounts in their Restricted Units are equal, on a per-Unit basis, with the
capital accounts of the other holders of Units (and thus to assure fungibility of all Units). Such
special allocation will occur upon the earlier to occur of any taxable period of the Partnership
ending upon, or after, (a) a book-up event or book-down event in accordance with Treasury
Regulation Section 1.704-1(b)(2)(iv)(f) or a sale of all or substantially all of the assets of the
Partnership occurring after the date of the issuance of the Restricted Units, or (b) the transfer
of the Restricted Units to a Person that is not an Affiliate of the Purchaser, in which case, such
allocation shall be made only with respect to the Restricted Units so transferred. A Purchaser
holding a Restricted Unit shall be required to provide notice to the General Partner of a transfer
of a Restricted Unit to a Person who is not an Affiliate of the Purchaser no later than the last
Business Day of the calendar year during which such transfer occurred, unless by virtue of the
application of clause (a) above, the General Partner has determined that the capital accounts of
Units transferred are equal, on a per-Unit basis, with the capital accounts of the other holders of
Units. The initial capital account balance in respect of each Restricted Unit shall be the Private
Placement Value for such Restricted Unit. To provide Purchasers of the Restricted Units with a net
capital account in the Restricted Units on the date of purchase equal to the Unit Purchase Price
paid by those Purchasers for the Restricted Units, immediately following the creation of a capital
account balance in respect of each Restricted Unit, each holder acquiring a Restricted Unit at
original issuance shall be deemed to have (x) received a cash distribution in respect of each
Restricted Unit in an amount equal to any excess of the Private Placement Value over the Unit
Purchase Price of the Restricted Unit or (y) made a cash contribution in respect of each



17









 




Restricted Unit in an amount equal to any excess of the Unit Purchase Price over the Private
Placement Value of the Restricted Unit.




     Section 5.10 Non-Disclosure; Interim Public Filings. The Partnership shall, on or
before 8:30 a.m., New York time, on the first Business Day following execution of this Agreement,
issue a press release disclosing all material terms of the transactions contemplated hereby.
Before 8:30 a.m., New York time, on the fourth Business Day following the Closing Date, the
Partnership shall file a Current Report on Form 8-K with the Commission (the “8-K Filing”)
describing the terms of the transactions contemplated by this Agreement and the other Basic
Documents and including as exhibits to such Current Report on Form 8-K this Agreement and the other
Basic Documents, in the form required by the Exchange Act.



     Section 5.11 Acknowledgement and Agreement Regarding Short Sales. Each Purchaser
understands and acknowledges, severally and not jointly with any other Purchaser, that the
Commission currently takes the position that coverage of short sales of securities “against the
box” prior to the effective date of a registration statement or prior to being eligible to sell in
reliance upon the exemption provided in Rule 144 of the Securities Act is a violation of Section 5
of the Securities Act. Each Purchaser agrees, severally and not jointly, that it will not engage
in any Short Sales that result in the disposition of the Restricted Units acquired hereunder by the
Purchaser until such time as the Purchaser or its permitted assigns is eligible to resell the
Restricted Units in reliance upon Rule 144 of the Securities Act (it being understood that the
entering into of a total return swap should not be considered a Short Sale of Units). No Purchaser
makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the
securities of the Partnership otherwise owned by such Purchaser or borrowed from a broker after the
date the press release contemplated by this Agreement is issued by the Partnership.



     Section 5.12 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the Restricted Units
held by the Purchaser to the public without registration, the Partnership agrees to:




     (a) File with the Commission all required reports under Section 13 or 15(d) of the
Exchange Act, as applicable, for the time periods required under Rule 144(c)(1) promulgated
under the Securities Act;




     (b) So long as the Purchaser owns any Restricted Units, furnish, unless otherwise
available via EDGAR, to such Purchaser forthwith upon request a copy of the most recent
annual or quarterly report of the Partnership, and such other reports and documents so filed
as such Purchaser may reasonably request in availing itself of any rule or regulation of the
Commission allowing such Purchaser to sell any such securities without registration; and




     (c) take such additional actions as may be reasonably required to permit the sale of
the Restricted Units pursuant to Rule 144 as a result of subsequent amendments or
modifications thereto.



     Section 5.13 Failure to Timely File Required Documents with the Commission.



18









 





     (a) If the Partnership fails for any reason to comply with the provisions of
Section 5.12 during the period beginning on the date which is six months from the
Closing Date and ending one year from the Closing Date, then the Partnership shall pay each
Purchaser or its permitted assigns an amount equal to the Liquidated Damages Amount for each
day on which such Purchaser or its permitted assigns is unable to sell its Restricted Units
pursuant to Rule 144 under the Securities Act as a result of such failure to comply with
Section 5.12. Any such amounts shall be paid as liquidated damages and not as a
penalty.



     (b) The Liquidated Damages Amount shall accrue on a daily basis and shall be paid to
each Purchaser or its permitted assigns within five Business Days of end of the month in
which it accrues. Any payments made pursuant to this Section 5.13(b) shall
constitute the Purchaser’s exclusive remedy for such events. The Liquidated Damages Amount
imposed hereunder shall be paid to the Purchaser or its permitted assigns in cash or
immediately available funds; provided, however, if the Partnership certifies that it is
unable to pay liquidated damages in cash or immediately available funds because such payment
will violate a covenant in an existing credit agreement or other indebtedness, then the
Partnership may pay the liquidated damages in kind in the form of the issuance of additional
Units, unless otherwise not permitted. Upon any issuance of Units as liquidated damages,
the Partnership shall promptly prepare and file a supplemental listing application with the
NYSE to list such additional Units. The determination of the number of Units to be issued
as liquidated damages shall be equal to the average of the closing sales prices of the
Partnership’s Units for the ten (10) trading days immediately preceding the date on which
the liquidated damages payment is due, less a discount of 2%.



ARTICLE VI

CLOSING CONDITIONS




Section 6.01 Conditions to the Closing.




     (a) Mutual Conditions. The respective obligation of each Party to consummate
the purchase and issuance and sale of the Restricted Units shall be subject to the
satisfaction on or prior to the Closing Date of each of the following conditions (any or all
of which may be waived by a particular Party on behalf of itself in writing, in whole or in
part, to the extent permitted by applicable Law):




     (i) no Law shall have been enacted or promulgated, and no action shall have
been taken, by any Governmental Authority of competent jurisdiction which
temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise
prohibits the consummation of the transactions contemplated by this Agreement or
makes the transactions contemplated by this Agreement illegal; and




     (ii) there shall not be pending any Action by any Governmental Authority
seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by
this Agreement.



19









 






     (b) Each Purchaser’s Conditions. The respective obligation of each Purchaser
to consummate the purchase of its Restricted Units shall be subject to the satisfaction on
or prior to the Closing Date of each of the following conditions (any or all of which may be
waived by a particular Purchaser on behalf of itself in writing, in whole or in part, to the
extent permitted by applicable Law):




     (i) the Partnership shall have performed and complied with the covenants and
agreements contained in this Agreement that are required to be performed and
complied with by the Partnership on or prior to the Closing Date;




     (ii) the representations and warranties of the Partnership contained in this
Agreement that are qualified by materiality or Partnership Material Adverse Effect
shall be true and correct when made and as of the Closing Date and all other
representations and warranties shall be true and correct in all material respects
when made and as of the Closing Date, in each case as though made at and as of the
Closing Date (except that representations made as of a specific date shall be
required to be true and correct as of such date only);




     (iii) since the date of this Agreement, no Partnership Material Adverse Effect
shall have occurred and be continuing;




     (iv) the Partnership shall have submitted to the NYSE a Supplemental Listing
Application with respect to the Restricted Units and no notice of delisting from the
NYSE with respect to the Units; and




     (v) the Partnership shall have delivered, or caused to be delivered, to the
Purchasers at the Closing, the Partnership’s closing deliveries described in
Section 6.02.




     (c) The Partnership’s Conditions. The obligation of the Partnership to
consummate the sale of the Restricted Units to each of the Purchasers shall be subject to
the satisfaction on or prior to the Closing Date of each of the following conditions with
respect to each Purchaser individually and not the Purchasers jointly (any or all of which
may be waived by the Partnership in writing, in whole or in part, to the extent permitted by
applicable Law):




     (i) each Purchaser shall have performed and complied with the covenants and
agreements contained in this Agreement that are required to be performed and
complied with by that Purchaser on or prior to the Closing Date;




     (ii) the representations and warranties of each Purchaser contained in this
Agreement that are qualified by materiality or Purchaser Material Adverse Effect
shall be true and correct when made and as of the Closing Date and all other
representations and warranties of the Purchasers shall be true and correct in all
material respects when made and as of the Closing Date, in each case as though made
at and as of the Closing Date (except that representations made as of a specific
date shall be required to be true and correct as of such date only);



20









 






     (iii) since the date of this Agreement, no Purchaser Material Adverse Effect
shall have occurred and be continuing; and




     (iv) each Purchaser shall have delivered, or caused to be delivered, to the
Partnership at the Closing, such Purchaser’s closing deliveries described in
Section 6.03.



     Section 6.02 Partnership Deliveries. At the Closing, subject to the terms and
conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each
Purchaser:




     (a) The Restricted Units by delivering certificates (bearing the legend set forth in
Section 4.09 and meeting the requirements of the Partnership Agreement) evidencing
such Restricted Units at the Closing, all free and clear of any Liens, encumbrances or
interests of any other party other than restrictions on transfer imposed by federal and
state securities Laws and those imposed by such Purchaser; provided, however, that such
certificates representing the Restricted Units may be delivered within seven (7) Business
Days of the Closing Date;




     (b) Copies of (i) the Certificate of Limited Partnership of the Partnership and (ii)
the Certificate of Formation of the General Partner, each certified by the Secretary of
State of the State of Delaware, dated as of a recent date, and as certified pursuant to
Section 6.02(h);




     (c) A certificate of the Secretary of State of the State of Delaware, dated as of a
recent date, that each of the Partnership and the General Partner is in good standing;




     (d) A cross-receipt, dated the Closing Date, executed by the Partnership and delivered
to each Purchaser certifying that it has received the Commitment Purchase Amount with
respect to the Restricted Units issued and sold to such Purchaser;




     (e) An opinion addressed to the Purchasers from legal counsel to the Partnership, dated
the Closing Date, substantially similar in substance to the form of opinion attached to this
Agreement as Exhibit A; and




     (f) A certificate of the Secretary or Assistant Secretary of the General Partner, on
behalf of itself and the Partnership, certifying as to (i) the Certificate of Limited
Partnership of the Partnership; (ii) the Certificate of Formation of the General Partner;
(iii) the Partnership Agreement; (iv) the limited liability company agreement of the General
Partner; (v) board resolutions authorizing the execution and delivery of the Basic Documents
and the consummation of the transactions contemplated thereby and hereby; and (vi) the
incumbent officers authorized to execute the Basic Documents, setting forth the name and
title and bearing the signatures of such officers.



     Section 6.03 Purchaser Deliveries. At the Closing, subject to the terms and
conditions of this Agreement, each Purchaser will deliver, or cause to be delivered:




     (a) payment to the Partnership of such Purchaser’s Commitment Purchase Amount by wire
transfer(s) of immediately available funds; and



21









 






     (b) a cross-receipt, dated the Closing Date, executed by such Purchaser and delivered
to the Partnership certifying that such Purchaser has received certificates evidencing the
number of Restricted Units set forth below the name of such Purchaser on the attached
signature pages.



ARTICLE VII

INDEMNIFICATION, COSTS AND EXPENSES




     Section 7.01 Indemnification by the Partnership. The Partnership agrees to indemnify
each Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from,
and hold each of them harmless against, any and all losses, actions, suits, proceedings (including
any investigations, litigation or inquiries), demands and causes of action, and, in connection
therewith, and promptly on demand, pay and reimburse each of them for all costs, losses,
liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees
and disbursements of counsel and all other reasonable expenses incurred in connection with
investigating, defending or preparing to defend any such matter that may be incurred by them or
asserted against or involve any of them as a result of, arising out of, or in any way related to
the breach of any of the representations, warranties or covenants of the Partnership contained
herein; provided that such claim for indemnification relating to a breach of a representation or
warranty is made prior to the expiration of such representation or warranty; and provided further,
that no Purchaser Related Party shall be entitled to recover special, consequential (including lost
profits) or punitive damages. Notwithstanding anything to the contrary, consequential damages
shall not be deemed to include diminution in value of the Restricted Units, which is specifically
included in damages covered by Purchaser Related Parties’ indemnification.



     Section 7.02 Indemnification by Purchasers. Each Purchaser agrees, severally and not
jointly, to indemnify the Partnership, the General Partner and their respective Representatives
(collectively, “Partnership Related Parties”) from, and hold each of them harmless against,
any and all losses, actions, suits, proceedings (including any investigations, litigation, or
inquiries), demands and causes of action and, in connection therewith, and promptly upon demand,
pay and reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind
or nature whatsoever, including, without limitation, the reasonable fees and disbursements of
counsel and all other reasonable expenses incurred in connection with investigating, defending or
preparing to defend any such matter that may be incurred by them or asserted against or involve any
of them as a result of, arising out of, or in any way related to the breach of any of the
representations, warranties or covenants of such Purchaser contained herein; provided that such
claim for indemnification relating to a breach of a representation or warranty is made prior to the
expiration of such representation or warranty; and provided further, that no Partnership Related
Party shall be entitled to recover special, consequential (including lost profits) or punitive
damages.



     Section 7.03 Indemnification Procedure. Promptly after any Partnership Related Party
or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of
any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third
party, which the Indemnified Party believes in good faith is an indemnifiable claim under this
Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying
Party”) written notice of such claim or the commencement of such action or proceeding, but



22









 




failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any
liability it may have to such Indemnified Party hereunder except to the extent that the
Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and
the basis of such claim to the extent then known.




     The Indemnifying Party shall have the right to defend and settle, at its own expense and by
its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as
long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying
Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its
intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its
counsel in all commercially reasonable respects in the defense thereof and the settlement thereof.
Such cooperation shall include furnishing the Indemnifying Party with any books, records and other
information reasonably requested by the Indemnifying Party and in the Indemnified Party’s
possession or control. Such cooperation of the Indemnified Party shall be at the cost of the
Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its
intention to undertake to defend or settle any such asserted liability, and for so long as the
Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for
any additional legal expenses incurred by the Indemnified Party in connection with any defense or
settlement of such asserted liability; provided, however, that the Indemnified Party shall be
entitled (i) at its expense, to participate in the defense of such asserted liability and the
negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume
the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the
defendants in any such action include both the Indemnified Party and the Indemnifying Party and
counsel to the Indemnified Party shall have concluded that there may be reasonable defenses
available to the Indemnified Party that are different from or in addition to those available to the
Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to
conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the
right to select a separate counsel and to assume such legal defense and otherwise to participate in
the defense of such action, with the expenses and fees of such separate counsel and other expenses
related to such participation to be reimbursed by the Indemnifying Party as incurred.
Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any
indemnified claim without the consent of the Indemnified Party, unless the settlement thereof
imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and
includes a complete release from liability of, the Indemnified Party.



ARTICLE VIII

MISCELLANEOUS




     Section 8.01 Interpretation. Article, Section, Schedule, and Exhibit references are
to this Agreement, unless otherwise specified. All references to instruments, documents, contracts,
and agreements are references to such instruments, documents, contracts, and agreements as the same
may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified.
The word “including” shall mean “including but not limited to.” Whenever any Party has an
obligation under the Basic Documents, the expense of complying with such obligation shall be an
expense of such Party unless otherwise specified therein. Whenever any determination, consent or
approval is to be made or given by a Purchaser under the Basic Documents, such action shall be in
such Purchaser’s sole discretion unless otherwise specified



23









 




therein. If any provision in the Basic Documents is held to be illegal, invalid, not binding,
or unenforceable, such provision shall be fully severable and the Basic Documents shall be
construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had
never comprised a part of the Basic Documents, and the remaining provisions shall remain in full
force and effect. The Basic Documents have been reviewed and negotiated by sophisticated parties
with access to legal counsel and shall not be construed against the drafter.




     Section 8.02 Survival of Provisions. The representations and warranties set forth in
Sections 3.02, 3.04, 3.06, 3.07, 3.12, 3.13,
4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09
4.10 and 4.13 of this Agreement shall survive the execution and delivery of this
Agreement indefinitely, and the other representations and warranties set forth in this Agreement
shall survive for a period of twelve (12) months following the Closing Date regardless of any
investigation made by or on behalf of the Partnership or any Purchaser. The covenants made in this
Agreement or any other Basic Document shall survive the closing of the transactions described
herein and remain operative and in full force and effect regardless of acceptance of any of the
Restricted Units and payment therefor and repayment, conversion or repurchase thereof. All
indemnification obligations of the Partnership and the Purchasers pursuant to this Agreement and
the provisions of Article VII shall remain operative and in full force and effect unless
such obligations are expressly terminated in a writing by the Parties, regardless of any purported
general termination of this Agreement.



     Section 8.03 No Waiver; Modifications in Writing.




     (a) Delay. No failure or delay on the part of any Party in exercising any
right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power, or remedy preclude any other or further exercise
thereof or the exercise of any right, power, or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to a Party at Law or
in equity or otherwise.




     (b) Specific Waiver. Except as otherwise provided herein, no amendment,
waiver, consent, modification, or termination of any provision of this Agreement or any
other Basic Document shall be effective unless signed by each of Parties or each of the
original signatories thereto affected by such amendment, waiver, consent, modification, or
termination. Any amendment, supplement or modification of or to any provision of this
Agreement or any other Basic Document, any waiver of any provision of this Agreement or any
other Basic Document, and any consent to any departure by the Partnership from the terms of
any provision of this Agreement or any other Basic Document shall be effective only in the
specific instance and for the specific purpose for which made or given. Except where notice
is specifically required by this Agreement, no notice to or demand on the Partnership in any
case shall entitle the Partnership to any other or further notice or demand in similar or
other circumstances.



     Section 8.04 Binding Effect; Assignment




     (a) Binding Effect. This Agreement shall be binding upon the Partnership, each
Purchaser, and their respective successors and permitted assigns. Except as



24









 






expressly provided in this Agreement, this Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the Parties to this Agreement and as
provided in Article VII, and their respective successors and permitted assigns.




     (b) Assignment of Restricted Units. All or any portion of a Purchaser’s
Restricted Units purchased pursuant to this Agreement may be sold, assigned or pledged by
such Purchaser, subject to compliance with applicable securities Laws, Section 4.04
and Section 5.02.




     (c) Assignment of Rights. Each Purchaser under this Agreement may assign all or
any portion of its rights hereunder without the consent of the Partnership to (i) any
Affiliate of such Purchaser or (ii) in connection with a total return swap or similar
transaction with respect to the Restricted Units purchased by such Purchaser; provided, in
each case, the assignee shall be deemed to be a Purchaser hereunder with respect to such
assigned rights and shall agree to be bound by the provisions of this Agreement. Except as
expressly permitted by this Section 8.04(c), such rights may not otherwise be
transferred except with the prior written consent of the Partnership (which consent shall
not be unreasonably withheld).



     Section 8.05 Aggregation of Restricted Units. All Restricted Units held or acquired
by Persons who are Affiliates of one another shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.



     Section 8.06 [Reserved]



     Section 8.07 Communications. All notices and demands provided for hereunder shall be
in writing and shall be given by regular mail, registered or certified mail, return receipt
requested, telecopy, air courier guaranteeing overnight delivery, electronic mail or personal
delivery to the addresses listed on the signature page of this Agreement or to such other address
as the Partnership or such Purchaser may designate in writing. All notices and communications
shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; at
the time of transmittal, if sent via electronic mail; upon actual receipt if sent by registered or
certified mail, return receipt requested, or regular mail, if mailed; when receipt acknowledged, if
sent via facsimile; and upon actual receipt when delivered by air courier guaranteeing overnight
delivery.



     Section 8.08 Removal of Legend. In connection with a sale of the Restricted Units by
a Purchaser in reliance on Rule 144, the applicable Purchaser or its broker shall deliver to the
transfer agent and the Partnership a broker representation letter providing to the transfer agent
and the Partnership any information the Partnership deems necessary to determine that the sale of
the Restricted Units is made in compliance with Rule 144, including, as may be appropriate, a
certification that the Purchaser is not an affiliate of the Partnership and regarding the length of
time the Restricted Units have been held. Upon receipt of such representation letter the
Partnership, the Partnership shall promptly direct its transfer agent to exchange unit certificates
bearing a restrictive legend for unit certificates without the legend (or a credit for such shares
to book-entry accounts maintained by the transfer agent), including the legend referred to in
Section 4.09, and the Partnership shall bear all costs associated therewith, including any
legal opinion



25









 




required by the transfer agent in connection therewith. After any Purchaser or its permitted
assigns have held the Restricted Units for one year, if such Restricted Units still bear the
restrictive legend referred to in Section 4.09, the Partnership agrees to take all steps
necessary to promptly effect the removal of the legend described in Section 4.09 from the
Restricted Units, and the Partnership shall bear all costs associated therewith, regardless of
whether the request is made in connection with a sale or otherwise, so long as such Purchaser or
its permitted assigns provide to the Partnership any information the Partnership deems necessary to
determine that the legend is no longer required under the Securities Act or applicable state laws,
including a certification that the holder is not an affiliate of the Partnership and regarding the
length of time the Restricted Units have been held.




     Section 8.09 Entire Agreement. This Agreement and the other Basic Documents are
intended by the Parties as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the Parties hereto and thereto in respect
of the subject matter contained herein and therein. There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein and therein with respect to the
rights granted by the Partnership or a Purchaser set forth herein and therein. This Agreement and
the other Basic Documents supersede all prior agreements and understandings between the Parties
with respect to such subject matter. The Schedules and Exhibits referred to herein and attached
hereto are incorporated herein by reference, and unless the context expressly requires otherwise,
are incorporated in the definition of “Agreement.”



     Section 8.10 Governing Law. This Agreement will be construed in accordance with and
governed by the Laws of the State of Texas without regard to principles of conflicts of Laws that
would apply the substantive law of some other jurisdiction.



     Section 8.11 Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different Parties hereto in separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Agreement.



     Section 8.12 Expenses. If any action at law or equity is necessary to enforce or
interpret the terms of the Basic Documents, the prevailing party shall be entitled to reasonable
attorney’s fees, out-of-pocket costs and necessary disbursements in addition to any other relief to
which such party may be entitled.



     Section 8.13 Obligations Limited to Parties to Agreement. Each of the Parties hereto
covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted
assignees) shall have any obligation hereunder and that, notwithstanding that one or more of the
Purchasers may be a corporation, partnership or limited liability company, no recourse under this
Agreement or the other Basic Documents or under any documents or instruments delivered in
connection herewith or therewith shall be had against any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of
any of the Purchaser or any former, current or future director, officer, employee, agent, general
or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by
the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any
applicable Law, it being expressly agreed and acknowledged that



26









 




no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by
any former, current or future director, officer, employee, agent, general or limited partner,
manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future
director, officer, employee, agent, general or limited partner, manager, member, stockholder or
Affiliate of any of the foregoing, as such, for any obligations of the Purchasers under this
Agreement or the other Basic Documents or any documents or instruments delivered in connection
herewith or therewith or for any claim based on, in respect of or by reason of such obligation or
its creation, except in each case for any assignee of a Purchaser hereunder.




     Section 8.14 Waiver of Preemptive Right by General Partner. The General Partner
hereby waives (for itself and on behalf of its Affiliates) its preemptive rights provided under
Sections 5.2(b) and Section 5.8 of the Partnership Agreement with respect to the issuances of
Partnership Securities pursuant to this Agreement.



     Section 8.15 Termination.




     (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated
at any time at or prior to the Closing by the mutual written consent of the Purchasers
entitled to purchase a majority of the Restricted Units and the Partnership.




     (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically
terminate at any time at or prior to the Closing:




     (i) if a statute, rule, order, decree or regulation shall have been enacted or
promulgated, or if any action shall have been taken by any Governmental Authority of
competent jurisdiction which permanently restrains, precludes, enjoins or otherwise
prohibits the consummation of the transactions contemplated by this Agreement or
makes the transactions contemplated by this Agreement illegal; or




     (ii) if the Closing shall not have occurred on or before October 2, 2008.




     (c) In the event of the termination of this Agreement as provided in Sections
8.15(a) or 8.15(b), this Agreement shall forthwith become null and void. In the
event of such termination, there shall be no liability on the part of any Party hereto,
except as set forth in Article VII of this Agreement and except with respect to the
requirement to comply with any confidentiality agreement in favor of the Partnership;
provided that nothing herein shall relieve any party from any liability or obligation with
respect to any willful breach of this Agreement.



[Signature Pages to Follow.]




27









 





     IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first
above written.



	 	 	 	 	 	 	 
	 	 	EL PASO PIPELINE PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: El Paso Pipeline GP Company, L.L.C.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	  /s/ Robert W. Baker
 

Robert W. Baker
	 	 
	 

	 	Title:
	 	Executive Vice President and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	EL PASO PIPELINE GP COMPANY, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	   /s/ Robert W. Baker
 

Robert W. Baker
	 	 
	 

	 	Title:
	 	Executive Vice President and General Counsel	 	 






Signature Page to Securities Purchase Agreement




 









 





PURCHASERS




	 	 	 
	Name of Purchaser:

	 	      NGPMR MLP Opportunity Fund Company, LLC.
	 

	 	 
	 
	Signature of Authorized Signatory of Purchaser:

	 	   /s/ John T. Raymond	 
	 

	 	 	 
	 	 	 
	Name of Authorized Signatory:

	 	   John T. Raymond
	 

	 	 
	 
	 	 
	Title of Authorized Signatory:

	 	   Managing Partner and CEO
	 

	 	 
	 
	 	 
	 

	 	 
	 	 	 
	Email Address of Purchaser:

	 	   jlampert@ngpmr.com
	 

	 	 
	 
	 	 
	Fax Number of Purchaser:

	 	   972.432.1801
	 

	 	 
	 
	 	 
	Telephone Number of Purchaser:

	 	   972.432.1802
	 

	 	 
	 
	 	 
	Address for Notice of Purchaser:

	 	   125 John Carpenter Freeway, Suite 600
	 

	 	 
	 
	 	 
	 

	 	   Irving, Texas 75062
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	Address for Delivery of Shares for Purchaser (if not same as address for notice):
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	Subscription Amount: 	 	$9,999,924.00
	 
	 	 
	Units: 	 	582,000






Signature Page to Securities Purchase Agreement





 









 








Exhibit A




Form of Legal Opinion




     The Partnership shall furnish to the Purchasers at the Closing an opinion of Andrews Kurth
LLP, counsel for the Partnership, addressed to the Purchasers and dated the Closing Date, stating
that:



     a. Existence and Good Standing of the Partnership and the General Partner. Each of the
Partnership and the General Partner is validly existing and in good standing as a limited
partnership or limited liability company, respectively, under the Delaware LP Act and the Delaware
Limited Liability Company Act (the “Delaware LLC Act”), respectively. The Partnership has
the limited partnership power and authority under the laws of the State of Delaware to execute and
deliver, and incur and perform all of its obligations under the Securities Purchase Agreement.



     b. Capitalization. As of the Closing Date and immediately prior to the issuance of the
Restricted Units pursuant to the Securities Purchase Agreement and the Contribution Agreement, the
issued and outstanding limited partner interests of the Partnership consist of [57,196,211] Units,
[27,727,411] Subordinated Units and the Incentive Distribution Rights and the only issued and
outstanding general partner interest is the General Partner’s 2% general partner interest.



     c. Valid Issuance of Partnership Entity Equity. All of the outstanding Units have been duly
authorized and validly issued in accordance with the Delaware LP Act and the Partnership Agreement
and are fully paid (to the extent required by the Delaware LP Act and the Partnership Agreement)
and non-assessable (except as such non-assessability may be affected by matters described in
Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).



     d. Due Authorization; Valid Issuance of Restricted Units. The issuance and sale of the
Restricted Units have been duly authorized on behalf of the Partnership. When delivered to and
paid for by the Purchasers in accordance with the terms of the Securities Purchase Agreement, the
Restricted Units will be validly issued in accordance with the Delaware LP Act and the Partnership
Agreement, fully paid (to the extent required by the Delaware LP Act and the Partnership Agreement)
and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and
17-804 of the Delaware LP Act).



     e. No Violations. None of (i) the execution and delivery by the Partnership of the Securities
Purchase Agreement or (ii) the consummation by the Partnership of the issuance and sale of the
Restricted Units (A) constituted, constitutes or will constitute a violation of the Partnership’s
Certificate of Limited Partnership or the Partnership Agreement, (B) constitutes or will constitute
a breach or violation of, or a default under (or an event which, with notice or lapse of time or
both, would constitute such an event), any agreement filed as an exhibit to the SEC Documents, or
(C) resulted, results or will result in any violation of the Delaware LP Act, the Delaware LLC Act
or any applicable laws of the United States of America, which violations, in the case of
clauses (B) or (C) would be reasonably expected to have a Partnership Material
Adverse Effect; provided, however, such counsel may express no opinion pursuant to this



Exhibit A
– Page 1




 









 




paragraph with respect to federal securities Laws or state securities or “Blue Sky” Laws or
other anti-fraud Laws.




     f. Due Authorization of Transaction and Related Documents. The Securities Purchase Agreement
has been duly authorized and validly executed and delivered on behalf of the Partnership.



     g. Enforceability. The Securities Purchase Agreement constitutes a valid and binding
obligation of the Partnership, enforceable against the Partnership in accordance with its terms
under the applicable laws of the State of Texas, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally
or by general principles of equity, including principles of commercial reasonableness, fair dealing
and good faith, as well as other customary exceptions for agreements of these types to be set forth
in such opinion.



     h. No Approvals. No Governmental Approval, which has not been obtained or taken and is not in
full force and effect, is required to authorize, or is required for, the execution and delivery by
the Partnership of the Securities Purchase Agreement or the consummation its obligations
thereunder. As used in this paragraph, “Governmental Approval” means any consent,
approval, license, authorization or validation of, or filing, recording or registration with, any
executive, legislative, judicial, administrative or regulatory body of the State of Delaware or the
United States of America, pursuant to the Delaware LP Act, the Delaware LLC Act or any applicable
laws of the United States of America.



     i. Investment Company. The Partnership is not an “investment company” within the meaning of
said term as used in the Investment Company Act of 1940, as amended.



     j. Valid Private Placement. Assuming (i) the accuracy of the representations and warranties
of the Partnership and each Purchaser contained in the Securities Purchase Agreement and (ii) the
due performance by the Partnership and each of the Purchasers of the covenants and agreements set
forth in the Securities Purchase Agreement, the offer, issuance and sale of the Restricted Units by
the Partnership to the Purchasers pursuant to the Securities Purchase Agreement in the manner
contemplated by the Securities Purchase Agreement do not require registration under the Securities
Act.



     k. Preemptive Rights. Except for rights that have been waived, there are no preemptive rights
or other rights to subscribe for or to purchase, any partnership interests in the Partnership under
the Partnership’s Certificate of Limited Partnership and the Partnership Agreement.



     l. Registration Rights. Neither the offering nor the sale of the Restricted Units pursuant to
the Securities Purchase Agreement gives rise under any existing agreement to which the Partnership
is a party that have been certified to such counsel as containing any registration rights for
securities of the Partnership.



Exhibit A
– Page 2