exv10w4






Exhibit 10.4




REGISTRATION RIGHTS AGREEMENT




BY AND AMONG




EL PASO PIPELINE PARTNERS, L.P.




AND




THE PURCHASERS NAMED ON THE SIGNATURE PAGES HERETO





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 1.01	 	Definitions	 	 	1	 
	 
	 	Section 1.02	 	Registrable Securities	 	 	2	 
	 
	 	Section 1.03	 	Rights and Obligations	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II REGISTRATION RIGHTS	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 2.01	 	Shelf Registration	 	 	3	 
	 
	 	Section 2.02	 	Sale Procedures	 	 	5	 
	 
	 	Section 2.03	 	Cooperation by Holders	 	 	8	 
	 
	 	Section 2.04	 	Restrictions on Public Sale by Holders of Registrable Securities	 	 	8	 
	 
	 	Section 2.05	 	Expenses	 	 	8	 
	 
	 	Section 2.06	 	Indemnification	 	 	9	 
	 
	 	Section 2.07	 	Rule 144 Reporting	 	 	11	 
	 
	 	Section 2.08	 	Transfer or Assignment of Registration Rights	 	 	11	 
	 
	 	Section 2.09	 	Limitation on Subsequent Registration Rights	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III MISCELLANEOUS	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Section 3.01	 	Communications	 	 	12	 
	 
	 	Section 3.02	 	Successor and Assigns	 	 	13	 
	 
	 	Section 3.03	 	Assignment of Rights	 	 	13	 
	 
	 	Section 3.04	 	Recapitalization, Exchanges, Etc. Affecting the Units	 	 	13	 
	 
	 	Section 3.05	 	Aggregation of Restricted Units	 	 	13	 
	 
	 	Section 3.06	 	Specific Performance	 	 	13	 
	 
	 	Section 3.07	 	Counterparts	 	 	13	 
	 
	 	Section 3.08	 	Headings	 	 	13	 
	 
	 	Section 3.09	 	Governing Law	 	 	14	 
	 
	 	Section 3.10	 	Severability of Provisions	 	 	14	 
	 
	 	Section 3.11	 	Entire Agreement	 	 	14	 
	 
	 	Section 3.12	 	Amendment	 	 	14	 
	 
	 	Section 3.13	 	No Presumption	 	 	14	 
	 
	 	Section 3.14	 	Obligations Limited to Parties to Agreement	 	 	14	 
	 
	 	Section 3.15	 	Interpretation	 	 	15	 
	 
	 	Section 3.16	 	Equal Treatment of Purchasers	 	 	15	 







 









 








REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
September 30, 2008, by and among El Paso Pipeline Partners, L.P., a Delaware limited partnership
(the “Partnership”), and each of the Purchasers set forth on the signature pages to this
Agreement (each, a “Purchaser” and collectively, the “Purchasers”).



     WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of the
Restricted Units pursuant to the Securities Purchase Agreement, dated as of September 30, 2008, by
and among the Partnership and the Purchasers (the “Purchase Agreement”); and



     WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in
this Agreement for the benefit of the Purchasers pursuant to the Purchase 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
by each party hereto, the parties hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions. Capitalized terms used herein without definition shall have
the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as
so defined:



     “Agreement” has the meaning specified therefor in the introductory paragraph of this
Agreement.



     “Closing Date” means September 30, 2008 or such other date as shall be agreeable to
the Parties.  



     “EDGAR” means the Electronic Data Gathering, Analysis and Retrieval System of the
Commission, or any successor system thereto.



     “Effectiveness Period” has the meaning specified therefor in Section 2.01(a)
of this Agreement.



     “General Partner” means El Paso Pipeline GP Company, L.L.C. a Delaware limited
liability company and the general partner of the Partnership.



     “Holder” means the record holder of any Registrable Securities.



     “Liquidated Damages” has the meaning specified therefor in Section 2.01(b) of
this Agreement.



     “Liquidated Damages Multiplier” has the meaning specified therefor in Section
2.01(b).



 









 





     “Losses” has the meaning specified therefor in Section 2.06(a) of this
Agreement.



     “NYSE” means the New York Stock Exchange, Inc.



     “Partnership” has the meaning specified therefor in the introductory paragraph of this
Agreement.



     “Purchase Agreement” has the meaning specified therefor in the recitals of this
Agreement.



     “Purchaser” and “Purchasers” have the meanings specified therefor in the
introductory paragraph of this Agreement.



     “Registrable Securities” means: (i) the Restricted Units and (ii) any Units issued as
Liquidated Damages pursuant to Section 2.01 of this Agreement, if any, all of which
Registrable Securities are subject to the rights provided herein until such rights terminate
pursuant to the provisions hereof.



     “Registration Expenses” has the meaning specified therefor in Section 2.05(b)
of this Agreement.



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



     “Selling Expenses” has the meaning specified therefor in Section 2.05(b) of
this Agreement.



     “Selling Holder” means a Holder who is selling Restricted Units pursuant to a
registration statement.



     “Selling Holder Indemnified Persons” has the meaning specified therefore in
Section 2.06(a) of this Agreement. 



     “Shelf Registration Statement” means a registration statement under the Securities Act
to permit the public resale of the Registrable Securities from time to time, including as permitted
by Rule 415 under the Securities Act (or any similar provision then in force under the Securities
Act).



     “Target Effective Date” has the meaning specified therefore in Section 2.01(a)
of this Agreement.



     “Unit Purchase Price” means the amount per Restricted Unit each Purchaser will pay to
the Partnership to purchase the Restricted Units.



     Section 1.02 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security (a) when a registration statement covering such Registrable Security becomes
or is declared effective by the Commission and such Registrable Security has been sold or disposed
of pursuant to such effective registration statement; (b) when such Registrable



2









 







Security has been disposed of pursuant to any section of Rule 144 (or any similar provision
then in force) under the Securities Act; (c) when such Registrable Security has been sold in a
private transaction in which the transferor’s rights under this Agreement are not assigned to the
transferee of such securities pursuant to Section 2.08 hereof; or (d) when such Registrable
Security is held by the Partnership or its Affiliates or subsidiaries; or (e) one year after the
Closing Date.



     Section 1.03 Rights and Obligations. Except for the rights and obligations under
Section 2.06 herein, all rights and obligations of each Purchaser under this Agreement, and
all rights and obligations of the Partnership under this Agreement with respect to such Purchaser,
shall terminate when such Purchaser is no longer a Holder.



ARTICLE II

REGISTRATION RIGHTS




     Section 2.01 Shelf Registration.



     (a) Deadline To Become Effective. As soon as practicable following the Closing Date,
but in any event within 120 days of the Closing Date, the Partnership shall prepare and file a
Shelf Registration Statement under the Securities Act with respect to all of the Registrable
Securities. The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall
be on such appropriate registration form of the Commission as shall be selected by the Partnership.
The Partnership shall use its commercially reasonable efforts to cause the Shelf Registration
Statement to become effective no later than 180 days following the Closing Date (the “Target
Effective Date”). The Partnership will use its commercially reasonable efforts to cause the
Shelf Registration Statement filed pursuant to this Section 2.01 to be continuously
effective under the Securities Act until the earlier of (i) the date as of which all such
Registrable Securities are sold by the Purchasers and any transferee or assignee who was
transferred or assigned rights under this Agreement in accordance with Section 2.08 and
(ii) the date as of which all such Registrable Securities cease to be Registrable Securities
pursuant to Section 1.02 of this Agreement (the “Effectiveness Period”). The Shelf
Registration Statement when declared effective (including the documents incorporated therein by
reference) will comply as to form in all material respects with all applicable requirements of the
Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading (and, in the case of any prospectus contained in such Shelf Registration
Statement, in the light of the circumstances under which a statement is made). As soon as
practicable following the date that the Shelf Registration Statement becomes effective, but in any
event within five (5) Business Days of such date, the Partnership shall provide the Purchasers with
written notice of the effectiveness of the Shelf Registration Statement.



     (b) Failure To Become Effective. If the Shelf Registration Statement required by
Section 2.01 does not become or is not declared effective on or before the Target Effective
Date, then each Purchaser shall be entitled to a payment (with respect to the Restricted Units of
each such Purchaser), as liquidated damages and not as a penalty, (a) for each non-overlapping
30-day period for the first 60 days following the Target Effective Date, an amount equal to (i)
0.25% times (ii) the product of (A) the Unit Purchase Price times (B) the number of Restricted
Units



3









 







held by such Purchaser (such product of (A) and (B) being the “Liquidated Damages
Multiplier”), and (b) for each non-overlapping 30-day period beginning on the 61st day
following the Target Effective Date, with such payment amount increasing by an additional amount
equal to 0.25% times the Liquidated Damages Multiplier per non-overlapping 30-day period for each
subsequent 60 days up to a maximum amount equal to 1.0% times the Liquidated Damages Multiplier per
non-overlapping 30-day period (the “Liquidated Damages”) (i.e., 0.5% for 61-120 days; 0.75%
for 121-180 days; and 1.0% thereafter); provided, that the aggregate amount of Liquidated Damages
payable by the Partnership under this Agreement to each Purchaser shall not exceed 5.0% of the Unit
Purchase Price multiplied by the number of Restricted Units held by such Purchaser. The Liquidated
Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10)
Business Days after the end of each such non-overlapping 30-day period. Any Liquidated Damages
shall be paid to each Purchaser 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 (i) prepare and file an amendment to the Shelf
Registration Statement prior to its effectiveness adding such Units to such Shelf Registration
Statement as additional Registrable Securities and (ii) 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%. The payment of liquidated damages to a
Purchaser shall cease at the earlier of (i) such time as the Shelf Registration Statement is
declared effective or (ii) one year from the Closing Date.



     (c) Waiver of Liquidated Damages. If the Partnership is unable to cause a Shelf
Registration Statement to become effective by the Target Effective Date as a result of an
acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership
may request a waiver of the Liquidated Damages, which may be granted by the consent of the Holders
of a majority of the outstanding Registrable Securities, in their sole discretion, and which such
waiver shall apply to all the Holders of Registrable Securities.



     (d) Delay Rights. Notwithstanding anything to the contrary contained herein, the
Partnership may, upon written notice to any Selling Holder whose Registrable Securities are
included in the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus
which is a part of the Shelf Registration Statement (in which event the Selling Holder shall
discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but
may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing
an acquisition, merger, reorganization, disposition or other similar transaction and the
Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a
transaction would be materially adversely affected by any required disclosure of such transaction
in the Shelf Registration Statement or (ii) the Partnership has experienced some other material
non-public event the disclosure of which at such time, in the good faith judgment of the
Partnership, would materially adversely affect the Partnership; provided, however, in no event
shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Shelf



4









 







Registration Statement for a period that exceeds an aggregate of 60 days in any 180-day period
or 90 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement
executed by a Purchaser in connection with any Underwritten Offering. Upon disclosure of such
information or the termination of the condition described above, the Partnership shall provide
prompt notice to the Selling Holders whose Registrable Securities are included in the Shelf
Registration Statement, and shall promptly terminate any suspension of sales it has put into effect
and shall take such other reasonable actions to permit registered sales of Registrable Securities
as contemplated in this Agreement.



     (e) Additional Rights to Liquidated Damages. If (i) the Holders shall be prohibited
from selling their Registrable Securities under the Shelf Registration Statement as a result of a
suspension pursuant to Section 2.01(d) of this Agreement in excess of the periods permitted
therein or (ii) the Shelf Registration Statement is filed and declared effective but, during the
Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended
purpose without being succeeded within 60 Business Days by a post-effective amendment to the Shelf
Registration Statement, a supplement to the prospectus or a report filed with the Commission
pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is
lifted or a post-effective amendment, supplement or report is filed with the Commission, but not
including any day on which a suspension is lifted or such amendment, supplement or report is filed
and declared effective, if applicable, the Partnership shall pay the Holders an amount equal to the
Liquidated Damages, following (x) the date on which the suspension period exceeded the permitted
period or (y) the sixty-first (61st) Business Day after the Shelf Registration Statement
ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and
not as a penalty. For purposes of this Section 2.01(e), a suspension shall be deemed
lifted on the date that notice that the suspension has been lifted is delivered to the Holders
pursuant to Section 3.01 of this Agreement.



     (f) Termination of Rights. Other than as set forth otherwise in this Agreement, a
Holder’s rights (and any transferee’s rights pursuant to Section 2.08) under this
Section 2.01, including rights to Liquidated Damages (other than Liquidated Damages owing
but not yet paid), shall terminate upon the termination of the Effectiveness Period.



     (g) No Demand Rights. Notwithstanding any other provision of this Agreement, no
Holder of Registrable Securities shall be entitled to any “demand” rights or similar rights that
would require the Partnership to effect an underwritten offering solely on behalf of such Holder.



     Section 2.02 Sale Procedures. In connection with its obligations under this
Article II, the Partnership will, as expeditiously as possible:



     (a) prepare and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by the Shelf Registration Statement;



     (b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any supplement or amendment thereto, upon



5









 







request, copies of reasonably complete drafts of all such documents proposed to be filed
(including exhibits and each document incorporated by reference therein to the extent then required
by the rules and regulations of the Commission), and provide each such Selling Holder the
opportunity to object to any information pertaining to such Selling Holder and its plan of
distribution that is contained therein and make the corrections reasonably requested by such
Selling Holder with respect to such information prior to filing the Shelf Registration Statement or
supplement or amendment thereto, and (ii) such number of copies of the Shelf Registration Statement
and the prospectus included therein and any supplements and amendments thereto as such Persons may
reasonably request in order to facilitate the public sale or other disposition of the Registrable
Securities covered by such Shelf Registration Statement;



     (c) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Shelf Registration Statement under the securities or blue sky
laws of such jurisdictions as the Selling Holders shall reasonably request; provided, however, that
the Partnership will not be required to qualify generally to transact business in any jurisdiction
where it is not then required to so qualify or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so subject;



     (d) promptly notify each Selling Holder, at any time when a prospectus relating thereto is
required to be delivered by any of them under the Securities Act, of (i) the filing of the Shelf
Registration Statement or any prospectus or prospectus supplement to be used in connection
therewith, or any amendment or supplement thereto, and, with respect to such Shelf Registration
Statement or any post-effective amendment thereto, when the same has become effective; and (ii) the
receipt of any written comments from the Commission with respect to any filing referred to in
clause (i) and any written request by the Commission for amendments or supplements to the
Shelf Registration Statement or any prospectus or prospectus supplement thereto;



     (e) immediately notify each Selling Holder, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of (i) the happening of any event as a result of
which the prospectus or prospectus supplement contained in the Shelf Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not misleading (in the
case of any prospectus contained therein, in the light of the circumstances under which a statement
is made); (ii) the issuance or express threat of issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration Statement, or the initiation of any
proceedings for that purpose; or (iii) the receipt by the Partnership of any notification with
respect to the suspension of the qualification of any Registrable Securities for sale under the
applicable securities or blue sky laws of any jurisdiction. Following the provision of such
notice, the Partnership agrees to as promptly as practicable amend or supplement the prospectus or
prospectus supplement or take other appropriate action so that the prospectus or prospectus
supplement does not include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and to take such other commercially reasonable action as
is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;



6









 





     (f) upon request and subject to appropriate confidentiality obligations, furnish to each
Selling Holder copies of any and all transmittal letters or other correspondence with the
Commission or any other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating to such offering of
Registrable Securities;



     (g) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;



     (h) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange or nationally recognized quotation system on which similar securities
issued by the Partnership are then listed;



     (i) use its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Partnership to enable the Selling Holders to
consummate the disposition of such Registrable Securities;



     (j) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement;



     (k) if requested by a Purchaser, (i) incorporate in a prospectus supplement or post-effective
amendment such information as such Purchaser reasonably requests to be included therein relating to
the sale and distribution of Registrable Securities, including information with respect to the
number of Registrable Securities being offered or sold, the purchase price being paid therefor and
any other terms of the offering of the Registrable Securities to be sold in such offering; and (ii)
make all required filings of such prospectus supplement or post-effective amendment after being
notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and



     (l) The Partnership agrees that, if any Purchaser could reasonably be deemed to be an
“underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the Shelf
Registration Statement and any amendment or supplement thereof, then the Partnership will cooperate
with such Purchaser in allowing such Purchaser to conduct customary “underwriter’s due diligence”
with respect to the Partnership and satisfy its obligations in respect thereof. In addition, at
any Purchaser’s request, the Partnership will furnish to such Purchaser, on the date of the
effectiveness of the Shelf Registration Statement and thereafter from time to time on such dates as
such Purchaser may reasonably request, (i) a “cold comfort” letter, dated such date, from the
Partnership’s independent certified public accountants in form and substance as is customarily
given by independent certified public accountants to underwriters in an underwritten public
offering, addressed to such Purchaser, (ii) an opinion, dated as of such date, of counsel
representing the Partnership for purposes of the Shelf Registration Statement, in form, scope and
substance as is customarily given in an underwritten public offering, including a standard “10b-5”
opinion for such offering, addressed to such Purchaser and (iii) a standard officer’s certificate
from the chief executive officer or chief financial officer, or other officers serving such



7









 







functions, of the General Partner addressed to the Purchaser; provided, however, that with
respect to any Placement Agent, the Partnership’s obligations with respect to this Section
2.02(l) shall be limited to one time, with an additional bring-down request within 30 days of
the date of such documents.



     Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event
of the kind described in subsection (e) of this Section 2.02, shall forthwith
discontinue offers and sales of the Registrable Securities until such Selling Holder’s receipt of
the copies of the supplemented or amended prospectus contemplated by subsection (e) of this
Section 2.02 or until it is advised in writing by the Partnership that the use of the
prospectus may be resumed and has received copies of any additional or supplemental filings
incorporated by reference in the prospectus, and, if so directed by the Partnership, such Selling
Holder will, or will request the managing underwriter or underwriters, if any, to deliver to the
Partnership (at the Partnership’s expense) all copies in their possession or control, other than
permanent file copies then in such Selling Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice.



     Section 2.03 Cooperation by Holders. The Partnership shall have no obligation to
include Registrable Securities of a Holder in the Shelf Registration Statement who has failed to
timely furnish such information that the Partnership determines, after consultation with its
counsel, is reasonably required in order for the registration statement or prospectus supplement,
as applicable, to comply with the Securities Act, including the execution of the initial Selling
Unitholder Notice and Questionnaire attached at Exhibit A to this Agreement by the date
specified thereon.



     Section 2.04 Restrictions on Public Sale by Holders of Registrable Securities. Each
Holder of Registrable Securities agrees that neither it nor its Affiliates will effect any public
sale or distribution of any Registrable Securities during the 30-day period beginning the day after
the pricing date of an Underwritten Offering of equity securities by the Partnership or its
Affiliates (except as provided in this Section 2.04); provided, however, that the duration
of the foregoing restrictions shall be no longer than the duration of the shortest restriction
generally imposed by the underwriters on the officers or directors or any other unitholder of the
Partnership on whom a restriction is imposed.



     Section 2.05 Expenses.



     (a) Expenses. The Partnership will pay all reasonable Registration Expenses as
determined in good faith. Each Selling Holder shall pay its pro rata share of all Selling Expenses
in connection with any sale of its Registrable Securities hereunder. In addition, except as
otherwise provided in Section 2.06 hereof, the Partnership shall not be responsible for
legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.



     (b) Certain Definitions. “Registration Expenses” means all expenses incident
to the Partnership’s performance under or compliance with this Agreement to effect the registration
of Registrable Securities on the Shelf Registration Statement pursuant to Section 2.01 and
the disposition of such securities, including, without limitation, all registration, filing,
securities exchange listing and NYSE fees, all registration, filing, qualification and other fees
and expenses



8









 







of complying with securities or blue sky laws, fees of the Financial Industry Regulatory
Authority, fees of transfer agents and registrars, all word processing, duplicating and printing
expenses, any transfer taxes and the fees and disbursements of counsel and independent public
accountants for the Partnership, including the expenses of any special audits or “cold comfort”
letters required by or incident to such performance and compliance. “Selling Expenses”
means all underwriting fees, discounts and selling commissions or similar fees or arrangements
allocable to the sale of the Registrable Securities.



     Section 2.06 Indemnification.



     (a) By the Partnership. In the event of a registration of any Registrable Securities
under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold
harmless each Selling Holder thereunder, its directors, officers, employees and agents and each
Person, if any, who controls such Selling Holder and its directors, officers, employees or agents
(collectively, the “Selling Holder Indemnified Persons”), against any losses, claims,
damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively,
“Losses”), joint or several, to which such Selling Holder Indemnified Person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact (in the case of any
prospectus, in light of the circumstances under which such statement is made) contained in the
Shelf Registration Statement, any preliminary prospectus, prospectus supplement, free writing
prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein (in the case of a prospectus, in
light of the circumstances under which they were made) not misleading, and will reimburse each such
Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Loss or actions or proceedings; provided,
however, that the Partnership will not be liable in any such case if and to the extent that any
such Loss arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information furnished by such Selling
Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement, or
prospectus supplement, as applicable. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and
shall survive the transfer of such securities by such Selling Holder.



     (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each
Person, if any, who controls the Partnership within the meaning of the Securities Act or of the
Exchange Act, and its directors, officers, employees and agents, to the same extent as the
foregoing indemnity from the Partnership to the Selling Holders, but only with respect to
information regarding such Selling Holder furnished in writing by or on behalf of such Selling
Holder expressly for inclusion in the Shelf Registration Statement, any preliminary prospectus,
prospectus supplement, free writing prospectus or final prospectus contained therein, or any
amendment or supplement thereof; provided, however, that the liability of each Selling Holder shall
not be greater in amount than the dollar amount of the proceeds (net of any Selling



9









 







Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise
to such indemnification.



     (a) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party other than under this Section 2.06. In any action
brought against any indemnified party, it shall notify the indemnifying party of the commencement
thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party shall not be liable
to such indemnified party under this Section 2.06 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) 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 additional 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 reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be reimbursed by the
indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no
indemnifying party shall settle any action brought against any indemnified party with respect to
which such indemnified party is entitled to indemnification hereunder without the consent of the
indemnified party, unless the settlement thereof imposes no liability or obligation on, and
includes a complete and unconditional release from all liability of, the indemnified party.



     (b) Contribution. If the indemnification provided for in this Section 2.06 is
held by a court or government agency of competent jurisdiction to be unavailable to any indemnified
party or is insufficient to hold them harmless in respect of any Losses, then each such
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Loss in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and of such
indemnified party on the other in connection with the statements or omissions which resulted in
such Losses, as well as any other relevant equitable considerations; provided, however, that in no
event shall such Selling Holder be required to contribute an aggregate amount in excess of the
dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale
of Registrable Securities giving rise to such indemnification. The relative fault of the
indemnifying party on the one hand and the indemnified party on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact has been made by, or relates to,
information supplied by such party, and the parties’ relative intent, knowledge, access to
information and



10









 







opportunity to correct or prevent such statement or omission. The parties hereto agree that
it would not be just and equitable if contributions pursuant to this paragraph were to be
determined by pro rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to herein. The amount paid by an indemnified party as a
result of the Losses referred to in the first sentence of this paragraph shall be deemed to include
any legal and other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any Loss which is the subject of this paragraph. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.



     (c) Other Indemnification. The provisions of this Section 2.06 shall be in
addition to any other rights to indemnification or contribution which an indemnified party may have
pursuant to law, equity, contract or otherwise.



     Section 2.07 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 Registrable
Securities to the public without registration, the Partnership agrees to use its commercially
reasonable efforts to:



     (a) Make and keep public information regarding the Partnership available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from and after the date
hereof;



     (b) File with the Commission in a timely manner all reports and other documents required of
the Partnership under the Securities Act and the Exchange Act at all times from and after the date
hereof; and



     (c) So long as a Holder owns any Registrable Securities, furnish, unless otherwise available
via EDGAR, to such Holder 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 Holder may
reasonably request in availing itself of any rule or regulation of the Commission allowing such
Holder to sell any such securities without registration.



     Section 2.08 Transfer or Assignment of Registration Rights. The rights to cause the
Partnership to register Registrable Securities granted to the Purchasers by the Partnership under
this Article II may be transferred or assigned by any Purchaser to one or more
transferee(s) or assignee(s) of such Registrable Securities or counterparties to any total return
swaps; provided, however, that, (a) unless such transferee is an Affiliate of such Purchaser, or a
counterparty to a total return swap, each such transferee or assignee holds Registrable Securities
representing at least $10 million of the Restricted Units, based on the Unit Purchase Price, (b)
the Partnership is given written notice prior to any said transfer or assignment, stating the name
and address of each such transferee and identifying the securities with respect to which such
registration rights are being transferred or assigned, and (c) each such transferee assumes in
writing responsibility for its portion of the obligations of such Purchaser under this Agreement.



     Section 2.09 Limitation on Subsequent Registration Rights. From and after the date
hereof, the Partnership shall not, without the prior written consent of the Holders of a majority
of



11









 







the outstanding Registrable Securities, enter into any agreement with any current or future
holder of any securities of the Partnership that would allow such current or future holder to
require the Partnership to include securities in any registration statement filed by the
Partnership on a basis that is superior in any way to the registration rights granted to the
Purchasers hereunder.



ARTICLE III

MISCELLANEOUS




     Section 3.01 Communications. All notices and other communications provided for or
permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or
personal delivery:



     (a) if to Purchaser, to the address set forth in the signature pages to the Purchase
Agreement,


Tortoise Capital Advisors, L.L.C.

11550 Ash Street, Suite 300

Leawood, Kansas 66211

Attention: Zachary A. Hamel

Fax: 913.981.1021

Email: ZHamel@tortoiseadvisors.com



with a copy to:



Husch Blackwell Sanders LLP

1200 Main Street, Suite 2300

Kansas City, Missouri 64105

Attention: Steven F. Carman

Fax: 816.421.0596

Email: steve.carman@huschblackwell.com




     (b) if to a transferee of Purchaser, to such Holder at the address provided pursuant to
Section 2.08 above; and



     (c) if to the Partnership:


El Paso Pipeline Partners, L.P.

El Paso Building

1001 Louisiana Street

Houston, Texas 77002

Attention: Robert W. Baker

Fax: 713.420.5043

Email: bob.baker@elpaso.com



with a copy to:



Andrews Kurth LLP



600 Travis Street, Suite 4200




12









 








Houston, Texas 77002

Attention: Gislar Donnenberg

Fax: 713.238.7167

Email: gdonnenberg@andrewskurth.com




     All such notices and communications shall be deemed to have been received at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
sent via Internet electronic mail; and when actually received, if sent by courier service or any
other means.



     Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein.



     Section 3.03 Assignment of Rights. All or any portion of the rights and obligations
of any Purchaser under this Agreement may be transferred or assigned by such Purchaser in
accordance with Section 2.08 hereof.



     Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Units. The provisions of
this Agreement shall apply to the full extent set forth herein with respect to any and all units of
the Partnership or any successor or assign of the Partnership (whether by merger, consolidation,
sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution
of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits,
recapitalizations and the like occurring after the date of this Agreement.



     Section 3.05 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 3.06 Specific Performance. Damages in the event of breach of this Agreement
by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed
that each such Person, in addition to and without limiting any other remedy or right it may have,
will have the right to an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions
hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground
of lack of jurisdiction or competence of the court to grant such an injunction or other equitable
relief. The existence of this right will not preclude any such Person from pursuing any other
rights and remedies at law or in equity which such Person may have.



     Section 3.07 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 3.08 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



13









 





     Section 3.09 Governing Law. The Laws of the State of Texas shall govern this
Agreement without regard to principles of conflicts of Laws that would apply the substantive law of
some other jurisdiction.



     Section 3.10 Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting or impairing the validity or enforceability of such provision in any other
jurisdiction.



     Section 3.11 Entire Agreement. This Agreement is 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 in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the rights granted by the Partnership set forth herein.
This Agreement and the Purchase Agreement supersede all prior agreements and understandings
between the parties with respect to such subject matter.



     Section 3.12 Amendment. This Agreement may be amended only by means of a written
amendment signed by the Partnership and the Holders of a majority of the then outstanding
Registrable Securities; provided, however, that no such amendment shall materially and adversely
affect the rights of any Holder hereunder without the consent of such Holder.



     Section 3.13 No Presumption. If any claim is made by a party relating to any
conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion
shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a
particular party or its counsel.



     Section 3.14 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) and the Partnership 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 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 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, 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 no personal liability whatsoever
shall attach to, be imposed on or otherwise by 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 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.



14









 





     Section 3.15 Interpretation. Article and Section references 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 determination, consent or
approval is to be made or given by a Purchaser under this Agreement, such action shall be in such
Purchaser’s sole discretion unless otherwise specified.



     Section 3.16 Equal Treatment of Purchasers. Neither the Partnership nor any of its
Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way
of interest, fee, payment for the redemptions or exchange of Registrable Securities, or otherwise,
to any holder of Registrable Securities for or as an inducement to, or in connection with
solicitation of, any consent, waiver or amendment of any terms or provisions of the Registrable
Securities or this Agreement or any of the other agreements referred to in this Agreement unless
such consideration is paid to all Holders bound by such consent, waiver or amendment, whether or
not such holders so consent, waive or agree to amend.



[Signature pages to follow]




15









 





     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:  	           /s/ Robert W. Baker
 	 
	 	 	Name:  	Robert W. Baker 	 
	 	 	Title:  	Executive Vice President and General Counsel 	 
	 



Signature Page to Registration Rights Agreement





 









 








	 	 	 	 
	Name of Holder:

	 	Tortoise Energy Infrastructure Corporation	 
	 
	 	 	 
	Signature of Authorized Signatory of Holder:

	 	/s/ Zachary A. Hamel	 
	 

	 	 	 
	 
	 	 	 
	Name of Authorized Signatory:

	 	Zachary A. Hamel	 
	 
	 	 	 
	Title of Authorized Signatory:

	 	Managing Director