exv10wm






Exhibit 10.M




EXECUTION VERSION




 





EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.,

as the Issuer




EL PASO PIPELINE PARTNERS, L.P.,

as party to the Parent Guaranty



 





NOTE PURCHASE AGREEMENT

 





Dated as of September 30, 2008




$37,000,000 7.76% Senior Notes, Series 2008-A, due September 30, 2011

$15,000,000 7.93% Senior Notes, Series 2008-B, due September 30, 2012

$88,000,000 8.00% Senior Notes, Series 2008-C, due September 30, 2013

$35,000,000 Floating Rate Senior Notes, Series 2008-D, due September 30, 2012




 





SERIES 2008-A PPN: 28370T A*0

SERIES 2008-B PPN: 28370T A@8

SERIES 2008-C PPN: 28370T A#6

SERIES 2008-D PPN: 28370T B*9



















 








TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	Page	 
	1. AUTHORIZATION OF NOTES
	 	 	1	 
	1.1 Description of Notes to be Initially Issued
	 	 	1	 
	1.2 Interest Rate
	 	 	2	 
	1.3 Guaranties; Release
	 	 	2	 
	 
	2. SALE AND PURCHASE OF NOTES
	 	 	3	 
	 
	3. CLOSING
	 	 	3	 
	 
	4. CONDITIONS TO CLOSING
	 	 	4	 
	4.1 Representations and Warranties
	 	 	4	 
	4.2 Performance; No Default
	 	 	4	 
	4.3 Compliance Certificates
	 	 	4	 
	4.4 Opinions of Counsel
	 	 	4	 
	4.5 Purchase Permitted By Applicable Law, etc
	 	 	4	 
	4.6 Sale of Other Notes
	 	 	5	 
	4.7 Payment of Special Counsel Fees
	 	 	5	 
	4.8 Private Placement Number
	 	 	5	 
	4.9 Changes in Corporate Structure
	 	 	5	 
	4.10 Parent Guaranty
	 	 	5	 
	4.11 Funding Instructions
	 	 	5	 
	4.12 Proceedings and Documents
	 	 	6	 
	4.13 Equity Transfer Transaction
	 	 	6	 
	4.14 Material Project EBITDA Adjustments
	 	 	6	 
	 
	5. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE MLP
	 	 	6	 
	5.1 Organization; Power and Authority
	 	 	6	 
	5.2 Authorization, etc
	 	 	6	 
	5.3 Disclosure
	 	 	7	 
	5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates
	 	 	7	 
	5.5 Financial Statements
	 	 	8	 
	5.6 Compliance with Laws, Other Instruments, etc
	 	 	8	 
	5.7 Governmental Authorizations, etc
	 	 	9	 
	5.8 Litigation; Observance of Agreements, Statutes and Orders
	 	 	9	 
	5.9 Taxes
	 	 	9	 
	5.10 Title to Property; Leases
	 	 	10	 
	5.11 Licenses, Permits, etc
	 	 	10	 
	5.12 Compliance with ERISA
	 	 	10	 
	5.13 Private Offering by the Issuer
	 	 	11	 
	5.14 Use of Proceeds; Margin Regulations
	 	 	12	 
	5.15 Existing Indebtedness; Future Liens
	 	 	12	 
	5.16 Foreign Assets Control Regulations, Anti-Terrorism Order, etc
	 	 	13	 






i









 








	 	 	 	 	 
	Section	 	Page	 
	5.17 Status under Certain Statutes
	 	 	13	 
	5.18 Environmental Matters
	 	 	13	 
	5.19 Solvency of MLP
	 	 	13	 
	 
	6. REPRESENTATIONS OF THE PURCHASERS
	 	 	13	 
	6.1 Purchase for Investment
	 	 	13	 
	6.2 Source of Funds
	 	 	14	 
	 
	7. INFORMATION AS TO ISSUER
	 	 	15	 
	7.1 Financial Statements
	 	 	15	 
	7.2 Certificates; Other Information
	 	 	17	 
	7.3 Inspection
	 	 	18	 
	 
	8. PREPAYMENT OF THE NOTES
	 	 	19	 
	8.1 No Scheduled Prepayments
	 	 	19	 
	8.2 Optional Prepayments
	 	 	19	 
	8.3 Change of Control Prepayment Offer
	 	 	20	 
	8.4 Allocation of Partial Prepayments
	 	 	21	 
	8.5 Maturity; Surrender, etc
	 	 	21	 
	8.6 Purchase of Notes
	 	 	21	 
	8.7 Make-Whole Amount
	 	 	21	 
	 
	9. AFFIRMATIVE COVENANTS
	 	 	23	 
	9.1 Compliance with Law
	 	 	23	 
	9.2 Insurance
	 	 	23	 
	9.3 Maintenance of Properties
	 	 	23	 
	9.4 Payment of Taxes and Claims
	 	 	23	 
	9.5 Existence, etc
	 	 	24	 
	9.6 Books and Records
	 	 	24	 
	9.7 Additional Subsidiary Guarantors
	 	 	24	 
	9.8 Use of Proceeds
	 	 	24	 
	9.9 Ranking of Notes
	 	 	25	 
	 
	10. NEGATIVE COVENANTS
	 	 	25	 
	10.1 Liens
	 	 	25	 
	10.2 Certain Investments
	 	 	27	 
	10.3 Indebtedness
	 	 	27	 
	10.4 Fundamental Changes
	 	 	29	 
	10.5 Dispositions
	 	 	29	 
	10.6 Restricted Payments
	 	 	30	 
	10.7 Change in Nature of Business
	 	 	31	 
	10.8 Transactions with Affiliates
	 	 	31	 
	10.9 Burdensome Agreements
	 	 	31	 
	10.10 Amendment to Organization Documents
	 	 	32	 
	10.11 Use of Proceeds
	 	 	32	 
	10.12 Leverage Ratio
	 	 	32	 
	10.13 Interest Charges Coverage Ratio
	 	 	33	 






ii









 






	 	 	 	 	 
	Section	 	Page	 
	10.14 Unrestricted Subsidiaries
	 	 	33	 
	10.15 Swap Contracts
	 	 	34	 
	10.16 Terrorism Sanctions Regulations
	 	 	34	 
	 
	11. EVENTS OF DEFAULT
	 	 	34	 
	 
	12. REMEDIES ON DEFAULT, ETC
	 	 	36	 
	12.1 Acceleration
	 	 	36	 
	12.2 Other Remedies
	 	 	37	 
	12.3 Rescission
	 	 	37	 
	12.4 No Waivers or Election of Remedies, Expenses, etc
	 	 	38	 
	 
	13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES
	 	 	38	 
	13.1 Registration of Notes
	 	 	38	 
	13.2 Transfer and Exchange of Notes
	 	 	38	 
	13.3 Replacement of Notes
	 	 	39	 
	 
	14. PAYMENTS ON NOTES
	 	 	39	 
	14.1 Place of Payment
	 	 	39	 
	14.2 Home Office Payment
	 	 	39	 
	 
	15. EXPENSES, ETC
	 	 	40	 
	15.1 Transaction Expenses
	 	 	40	 
	15.2 Survival
	 	 	40	 
	 
	16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
	 	 	40	 
	 
	17. AMENDMENT AND WAIVER
	 	 	41	 
	17.1 Requirements
	 	 	41	 
	17.2 Solicitation of Holders of Notes
	 	 	41	 
	17.3 Binding Effect, etc
	 	 	42	 
	17.4 Notes held by Issuer, etc
	 	 	42	 
	 
	18. NOTICES
	 	 	42	 
	 
	19. REPRODUCTION OF DOCUMENTS
	 	 	43	 
	 
	20. CONFIDENTIAL INFORMATION
	 	 	43	 
	 
	21. SUBSTITUTION OF PURCHASER
	 	 	44	 
	 
	22. MISCELLANEOUS
	 	 	44	 
	22.1 Successors and Assigns
	 	 	44	 
	22.2 Jurisdiction and Process; Waiver of Jury Trial
	 	 	45	 
	22.3 Payments Due on Non-Business Days
	 	 	45	 
	22.4 Severability
	 	 	46	 
	22.5 Construction
	 	 	46	 






iii









 






	 	 	 	 	 
	22.6 Counterparts
	 	 	46	 
	22.7 Governing Law
	 	 	46	 
	22.8 GAAP
	 	 	46	 






	 	 	 	 	 
	SCHEDULE A

	 	—
	 	Information Relating to Purchasers
	SCHEDULE B

	 	—
	 	Defined Terms
	SCHEDULE 5.3

	 	—
	 	Disclosure Materials
	SCHEDULE 5.4

	 	—
	 	Subsidiaries
	SCHEDULE 5.5

	 	—
	 	Financial Statements
	SCHEDULE 5.15

	 	—
	 	Existing Indebtedness
	SCHEDULE 5.18

	 	—
	 	Environmental Matters
	SCHEDULE 10.1

	 	—
	 	Liens
	SCHEDULE 10.9

	 	—
	 	Burdensome Agreements
	EXHIBIT 1.1(a)

	 	—
	 	Form of Series 2008-A Senior Note
	EXHIBIT 1.1(b)

	 	—
	 	Form of Series 2008-B Senior Note
	EXHIBIT 1.1(c)

	 	—
	 	Form of Series 2008-C Senior Note
	EXHIBIT 1.1(d)

	 	—
	 	Form of Series 2008-D Senior Note
	EXHIBIT 1.3(a)

	 	—
	 	Form of Subsidiary Guaranty
	EXHIBIT 1.3(b)

	 	—
	 	Form of Parent Guaranty
	EXHIBIT 4.4(a)

	 	—
	 	Form of Opinions of Counsel for the Issuer and the MLP
	EXHIBIT 4.4(b)

	 	—
	 	Form of Opinion of Special Counsel for the Purchasers
	EXHIBIT 7.2

	 	—
	 	Form of Compliance Certificate







iv











 





EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

EL PASO PIPELINE PARTNERS, L.P.

1001 Louisiana Street

Houston, Texas 77002

(713) 420-2600




$37,000,000 7.76% Senior Notes, Series 2008-A, due September 30, 2011

$15,000,000 7.93% Senior Notes, Series 2008-B, due September 30, 2012

$88,000,000 8.00% Senior Notes, Series 2008-C, due September 30, 2013

$35,000,000 Floating Rate Senior Notes, Series 2008-D, due September 30, 2012




Dated as of September 30, 2008



TO EACH OF THE PURCHASERS LISTED IN




     THE ATTACHED SCHEDULE A:



Ladies and Gentlemen:




          EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a Delaware limited liability company (the
“Issuer”), and EL PASO PIPELINE PARTNERS, L.P., a Delaware limited partnership (the “MLP”) agree
with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and
collectively, the “Purchasers”) as follows:


1. AUTHORIZATION OF NOTES.



1.1 Description of Notes to be Initially Issued.




          The Issuer has authorized the issue and sale of $175,000,000 aggregate principal amount of its
Senior Notes consisting of (i) $37,000,000 aggregate principal amount of its 7.76% Senior Notes,
Series 2008-A, due September 30, 2011 (the “Series 2008-A Notes”), (ii) $15,000,000 aggregate
principal amount of its 7.93% Senior Notes, Series 2008-B, due September 30, 2012 (the “Series
2008-B Notes”), (iii) $88,000,000 aggregate principal amount of its 8.00% Senior Notes, Series
2008-C, due September 30, 2013 (the “Series 2008-C Notes”), and (iv) $35,000,000 aggregate
principal amount of its Floating Rate Senior Notes, due September 30, 2012 (the “Series 2008-D
Notes” and, together with the Series 2008-A Notes, the Series 2008-B Notes and the Series 2008-C
Notes, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to
Section 13 of this Agreement). The Notes shall
be substantially in the forms set out in Exhibits 1.1(a), 1.1(b),
1.1(c) and 1.1(d), with such changes therefrom, if any, as may be approved by the
Purchasers and the Issuer. Certain capitalized terms used in this Agreement are defined in
Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to
a Schedule or an Exhibit attached to this Agreement.



 









 




1.2 Interest Rate.




          (a) The Series 2008-A, 2008-B and 2008-C Notes shall bear interest (computed on the basis of a
360-day year of twelve 30-day months) (i) on the unpaid principal thereof from the date of issuance
at the rate stated in clause (a) of the first paragraph of such Note payable semiannually in
arrears on the last day of March and September in each year commencing on March 31, 2009, until
such principal sum shall have become due and payable (whether at maturity, upon prepayment or
otherwise) and (ii) to the extent permitted by applicable law, on any overdue principal, any
overdue installment of interest and any overdue payment of Make-Whole Amount from the due date
thereof (whether by acceleration or otherwise) at the applicable Default Rate until paid.



          (b) The Series 2008-D Notes shall bear interest (computed on the basis of a 360-day year and
actual days elapsed) (i) on the unpaid principal thereof from the date of issuance at the rate
stated in clause (a) of the first paragraph of the Series 2008-D Note payable quarterly in arrears
on the last day of March, June, September and December in each year commencing on December 31,
2008, until such principal sum shall have become due and payable (whether at maturity, upon
prepayment or otherwise) and (ii) to the extent permitted by applicable law, on any overdue
principal, any overdue installment of interest and any overdue payment of LIBOR Breakage Amount
from the due date thereof (whether by acceleration or otherwise) at the applicable Default Rate
until paid.



          (c) Whenever the Applicable Floating Rate consists of the Adjusted LIBOR Rate, the Adjusted
LIBOR Rate shall be determined by the Issuer, and notice thereof shall be given to the holders of
the Series 2008-D Notes, together with such information as the holders of Series 2008-D Notes may
reasonably request for verification (including in all events, a facsimile transmission of the
relevant screen and calculations), on the second Business Day preceding each Interest Period. In
the event that the Series 2008-D Required Holders do not concur with such determination by the
Issuer, as evidenced by notice to the Issuer by such Series 2008-D Required Holders within ten (10)
Business Days after receipt by such holders of the notice delivered by the Issuer pursuant to the
previous sentence, the determination of the Adjusted LIBOR Rate shall be made by the Series 2008-D
Required Holders in accordance with the provisions of this Agreement and shall be conclusive and
binding absent manifest error.


1.3 Guaranties; Release.





     (a) Subsidiary Guaranty. The payment by the Issuer of all amounts due on or in
respect of the Notes and the performance by the Issuer of its obligations under this
Agreement will be guaranteed by any Subsidiary Guarantor executing and delivering a
Subsidiary Guaranty in substantially the form of the attached Exhibit 1.3(a), as it
may be
amended or supplemented from time to time (a “Subsidiary Guaranty”), after the date of
this Agreement in accordance with Section 9.7.




     (b) Parent Guaranty. The payment by the Issuer of all amounts due on or in
respect of the Notes and the performance by the Issuer of its obligations under this
Agreement will be guaranteed by the MLP pursuant to the Parent Guaranty in



 









 







substantially the
form of the attached Exhibit 1.3(b), as it may be amended or supplemented from time
to time (the “Parent Guaranty”).




     (c) Release of Guaranties. Each holder of a Note acknowledges and agrees that
a Subsidiary Guarantor shall be fully released and discharged from its Subsidiary Guaranty
and each holder of a Note fully releases and discharges such Subsidiary Guarantor from its
Subsidiary Guaranty immediately and without any further act, upon such Subsidiary being
released and discharged as a guarantor under and in respect of the Credit Agreement;
provided that (i) no Default or Event of Default exists or will exist immediately following
such release and discharge; (ii) if any fee or other consideration is paid or given to any
holder of Indebtedness under the Credit Agreement in connection with such release, other
than the repayment of all or a portion of such Indebtedness under the Credit Agreement, each
holder of a Note receives equivalent consideration on a pro rata basis; and (iii) at the
time of such release and discharge, the Issuer delivers to each holder of a Note a
certificate of a Responsible Officer certifying that (a) such Subsidiary Guarantor has been
or is being released and discharged as a guarantor under and in respect of the Credit
Agreement and (b) the matters set forth in clauses (i) and (ii).


2. SALE AND PURCHASE OF NOTES.




          Subject to the terms and conditions of this Agreement, the Issuer will issue and sell to each
Purchaser and each Purchaser will purchase from the Issuer, at the Closing provided for in
Section 3, Notes in the denomination, principal amount and series specified opposite such
Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount
thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no
Purchaser shall have any liability to any Person for the performance or non-performance of any
obligation by any other Purchaser hereunder.


3. CLOSING.




          The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the
offices of Vinson & Elkins L.L.P. at 1001 Fannin Street, Houston, Texas 77002 at 9:00 a.m., Houston
time, at a closing (the “Closing”) on September 26, 2008 or on such other Business Day thereafter
on or prior to September 30, 2008 as may be agreed upon by the Issuer and the Purchasers. At the
Closing the Issuer will deliver to each Purchaser the Notes to be purchased by it in the form of a
single Note (or such greater number of Notes in denominations of at least $100,000 as such
Purchaser may request) dated the date of this Agreement and registered in such Purchaser’s name (or
in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Issuer or its
order of immediately available funds in the amount of the purchase price therefor by wire transfer
of immediately available funds for the account of the Issuer to account number 100-8944 at Mellon
Bank, Pittsburgh, Pennsylvania, ABA No. 043 000 261, FAO: El Paso Pipeline Partners Operating
Company, L.L.C. If at the Closing the
Issuer fails to tender such Notes to each Purchaser as provided above in this Section 3, or
any of the conditions specified in Section 4 shall not have been fulfilled to such
Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights it may have by reason of such
failure or such nonfulfillment.



 









 




4. CONDITIONS TO CLOSING.




          Each Purchaser’s obligation to purchase and pay for the Notes to be sold to it at the Closing
is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the
following conditions:


4.1 Representations and Warranties.




          The representations and warranties of the Issuer and the MLP in this Agreement shall be
correct when made and at the time of the Closing.


4.2 Performance; No Default.




          The Issuer shall have performed and complied with all agreements and conditions contained in
this Agreement required to be performed or complied with by it prior to or at the Closing and after
giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as
contemplated by Section 5.14), no Default or Event of Default shall have occurred and be
continuing. None of the Issuer, the MLP or any Subsidiary shall have entered into any transaction
since the date of the Memorandum that would have been prohibited by Section 10 had such
Section applied since such date.


4.3 Compliance Certificates.





     (a) Officer’s Certificate. The Issuer shall have delivered to the Purchasers
an Officer’s Certificate, dated the date of this Agreement, certifying that the conditions
specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.




     (b) Secretary’s Certificates. Each of the Issuer and the MLP shall have
delivered to the Purchasers a certificate certifying as to the resolutions attached thereto
and other limited liability company or limited partnership proceedings, as the case may be,
relating to the authorization, execution and delivery of the Notes, the Parent Guaranty, and
this Agreement.


4.4 Opinions of Counsel.




          Such Purchaser shall have received opinions in form and substance satisfactory to such
Purchaser, dated the date of this Agreement from (a) Bracewell & Guiliani LLP, outside counsel to
the Issuer and the MLP, and the general counsel to the General Partner, covering the matters set
forth in Exhibit 4.4(a) and covering such matters incident to the transactions contemplated
hereby as such Purchaser or its counsel may reasonably request (and the Issuer and the MLP instruct
their counsel to deliver such opinion to the Purchasers) and (b) Vinson & Elkins L.L.P., the
Purchasers’ special counsel in connection with such transactions, substantially
in the form set forth in Exhibit 4.4(b) and covering such other matters incident to
such transactions as such Purchaser may reasonably request.



 









 





4.5 Purchase Permitted By Applicable Law, etc.




          On the date of this Agreement, such Purchaser’s purchase of Notes shall (i) be permitted by
the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse
to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited
investments by insurance companies without restriction as to the character of the particular
investment, (ii) not violate any applicable law or regulation (including, without limitation,
Regulation U, T or X of the FRB) and (iii) not subject such Purchaser to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or regulation was not in
effect on the date of this Agreement. If requested by such Purchaser, such Purchaser shall have
received an Officer’s Certificate from the Issuer certifying as to such matters of fact as such
Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so
permitted.


4.6 Sale of Other Notes.




          Contemporaneously with the Closing the Issuer shall sell to each other Purchaser and each
other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in
Schedule A.


4.7 Payment of Special Counsel Fees.




          Without limiting the provisions of Section 15.1, the Issuer shall have paid, on or
before the Closing the reasonable fees, charges and disbursements of the Purchasers’ special
counsel referred to in Section 4.4, to the extent reflected in a statement of such counsel
rendered to the Issuer at least one (1) Business Day prior to the Closing.


4.8 Private Placement Number.




          A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation
with the Securities Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained by Vinson & Elkins L.L.P. for each series of the Notes.


4.9 Changes in Corporate Structure.




          Neither the Issuer nor the MLP shall have changed its jurisdiction of organization or been a
party to any merger or consolidation or shall have succeeded to all or any substantial part of the
liabilities of any other entity, at any time following the date of the most recent financial
statements referred to in Schedule 5.5.


4.10 Parent Guaranty.




          The MLP shall have executed and delivered the Parent Guaranty in favor of the Purchasers, and
each Purchaser shall have received a copy of the executed Parent Guaranty.


4.11 Funding Instructions.




          At least two (2) Business Days prior to the date of this Agreement, each Purchaser shall have
received written instructions signed by a Responsible Officer on letterhead of the



 









 







Issuer
confirming the information specified in Section 3 including (i) the name and address of the
transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into
which the purchase price for the Notes is to be deposited.


4.12 Proceedings and Documents.




          All limited liability company or limited partnership, as the case may be, and other
proceedings in connection with the transactions contemplated by this Agreement and all documents
and instruments incident to such transactions shall be satisfactory to such Purchaser and its
special counsel, and such Purchaser and its special counsel shall have received all such
counterpart originals or certified or other copies of such documents as such Purchaser or such
special counsel may reasonably request.


4.13 Equity Transfer Transaction.




          The transfer of Equity Interests in CIG and SNG to the Issuer, as described in Section I.B of
the Memorandum, shall have been consummated.


4.14 Material Project EBITDA Adjustments.




          The Issuer shall have delivered to the Purchasers a copy of the certificate provided to the
lenders under the Credit Agreement, which sets forth the Material Project EBITDA Adjustments that
have been made in accordance with Credit Agreement in connection with the calculation of
Consolidated EBITDA for the period of four (4) fiscal quarters ending on June 30, 2008.


5. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE MLP.




          Each of the Issuer and the MLP represents and warrants to each Purchaser that:


5.1 Organization; Power and Authority.




          Each of the Issuer and the MLP is duly formed, validly existing and in good standing under the
laws of its jurisdiction of organization, and is duly qualified and is in good standing in each
jurisdiction in which such qualification is required by law, other than those jurisdictions as to
which the failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Issuer and the
MLP has the limited liability company or limited partnership power and authority (as the case may
be) to own or hold under lease the properties it purports to own or hold under lease, to transact
the business it transacts and proposes to transact, to execute and deliver this Agreement and the
Notes (as the case may be) and to perform the provisions hereof and thereof.


5.2 Authorization, etc.




          (a) This Agreement and the Notes have been duly authorized by all necessary limited liability
company or limited partnership action (as the case may be) on the part of the Issuer, and this
Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal,
valid and binding obligation of the Issuer enforceable against the Issuer in



 









 







accordance with its
terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).



          (b) The Parent Guaranty and this Agreement have been duly authorized by all necessary limited
partnership action on the part of the MLP and upon execution and delivery thereof will constitute
the legal, valid and binding obligation of the MLP, enforceable against the MLP in accordance with
its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).


5.3 Disclosure.




          The Issuer, through its agent Banc of America Securities LLC, has delivered to each Purchaser
a copy of a Private Placement Memorandum, dated August 2008, as amended (the “Memorandum”),
relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material
respects, the general nature of the business and principal properties of the MLP and the Issuer and
their respective Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the
Memorandum, the documents, certificates or other writings delivered to you by or on behalf of the
Issuer in connection with the transactions contemplated hereby and the financial statements listed
in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein not misleading in light
of the circumstances under which they were made; provided that with respect to projected financial
information, the Issuer represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time. Except as disclosed in the Memorandum or as
expressly described in Schedule 5.3, or in one of the documents, certificates or other
writings identified therein, or in the financial statements listed in Schedule 5.5, since
June 30, 2008, there has been no change in the financial condition, operations, business or
properties of the MLP, the Issuer or any of its respective Subsidiaries except changes that
individually or in the aggregate could not reasonably be expected to have a Material Adverse
Effect. No event or condition known to the Issuer or the MLP that could reasonably be expected to
have a Material Adverse Effect has occurred or exists and has not been set forth herein or in the
Memorandum or in the other documents, certificates and other writings delivered to each Purchaser
by or on behalf of such Issuer specifically for use in connection with the transactions
contemplated hereby.


5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates.





     (a) Schedule 5.4 contains (except as noted therein) complete and correct lists
of: (i) the MLP’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof,
the jurisdiction of its organization, and the percentage of shares of each class of its
capital stock or similar Equity Interests outstanding owned by the MLP, the Issuer and each
Subsidiary, (ii) all material equity Investments of the MLP or the Issuer in any other
Business Entity, and (iii) the General Partner’s and the Issuer’s senior officers. Each



 









 







Subsidiary of the Issuer listed in Schedule 5.4 is designated as a Restricted
Subsidiary of the Issuer.




     (b) All of the outstanding shares of capital stock or similar Equity Interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Issuer and its respective
Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the
Issuer or another Subsidiary thereof free and clear of any Lien (except as otherwise
disclosed in Schedule 5.4).




     (c) Each Subsidiary of the MLP or the Issuer identified in Schedule 5.4 is a
corporation or Business Entity duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation
or other Business Entity and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the failure to
be so qualified or in good standing could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or
other power and authority to own or hold under lease the properties it purports to own or
hold under lease and to transact the business it transacts and proposes to transact.




     (d) Except as permitted under Section 10.9, no Subsidiary of the MLP or the
Issuer is party to, or otherwise subject to, any legal restriction or any agreement (other
than this Agreement, the Credit Agreement, the agreements listed on Schedule 10.9
and customary limitations imposed by corporate, partnership or limited liability company law
statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make
any other similar distributions of profits to the Issuer or any of its Subsidiaries that
owns outstanding shares of capital stock or similar Equity Interests of such Subsidiary.


5.5 Financial Statements.




          The Issuer has delivered to each Purchaser copies of the consolidated financial statements of
the MLP and its Subsidiaries listed on Schedule 5.5. All of said financial statements
(including in each case the related schedules and notes) fairly present in all material respects
the consolidated financial position of the MLP and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP consistently applied
throughout the periods involved except as set forth in the notes thereto (subject, in the case of
any interim financial statements, to normal year-end adjustments). The MLP and its Subsidiaries
taken as a whole do not have any Material liabilities that are not disclosed on such financial
statements or otherwise disclosed in the Memorandum, other than any such liabilities arising in the
ordinary course of business subsequent to the date of such financial statements.


5.6 Compliance with Laws, Other Instruments, etc.




          (a) The execution, delivery and performance by the Issuer of this Agreement and the Notes will
not (i) contravene, result in any breach of, or constitute a default under, or



 









 







result in the
creation of any Lien in respect of any property of the Issuer or any of its Subsidiaries under, any
indenture, mortgage, deed of trust, loan, note purchase or credit agreement, lease, Organization
Document, or any other Material agreement or instrument to which the Issuer or any such Subsidiary
is bound or by which the Issuer or any such Subsidiary or any of their respective properties may be
bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental
Authority applicable to the Issuer or any such Subsidiary or (iii) violate any provision of any
statute or other rule or regulation of any Governmental Authority, including the USA Patriot Act,
applicable to the Issuer or any such Subsidiary.



          (b) The execution, delivery and performance by the MLP of the Parent Guaranty and this
Agreement will not (i) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of the MLP under, any agreement or
Organization Document to which the MLP is bound or by which the MLP or any of its properties may be
bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental
Authority applicable to the MLP or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the MLP.


5.7 Governmental Authorizations, etc.




          No consent, approval or authorization of, or registration, filing or declaration with, any
Governmental Authority is required in connection with the execution, delivery or performance by (a)
the Issuer of this Agreement or the Notes, or (b) the MLP of the Parent Guaranty or this Agreement.


5.8 Litigation; Observance of Agreements, Statutes and Orders.





     (a) There are no actions, suits or proceedings pending or, to the knowledge of the MLP
or the Issuer, threatened against or affecting the MLP, the Issuer or any Subsidiary thereof
or any property of the MLP, such Issuer or any Subsidiary thereof in any court or before any
arbitrator of any kind or before or by any Governmental Authority that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.




     (b) None of the MLP, the Issuer or any Subsidiary thereof is in default under any term
of any agreement or instrument to which it is a party or by which it is bound, or any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in
violation of any applicable law, ordinance, rule or regulation (including Environmental Laws
and the USA Patriot Act) of any Governmental Authority, which default or violation,
individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.


5.9 Taxes.




          The MLP, the Issuer and its Subsidiaries have filed all tax returns that are required to have
been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns
and all other taxes and assessments levied upon them or their properties,



 









 







assets, income or
franchises, to the extent such taxes and assessments have become due and payable and before they
have become delinquent, except for any taxes and assessments (i) the failure to file or pay which,
as applicable, would have a Material Adverse Effect or (ii) the amount, applicability or validity
of which is currently being diligently contested in good faith by appropriate proceedings and with
respect to which the MLP, the Issuer or Subsidiary, as the case may be, has established adequate
reserves in accordance with GAAP. The Issuer knows of no basis for any other tax or assessment
that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and
reserves on the books of the MLP, the Issuer and its Subsidiaries in respect of Federal, state or
other taxes for all fiscal periods are adequate.


5.10 Title to Property; Leases.




          The MLP, the Issuer and its Subsidiaries have good and sufficient title to their respective
properties except for such defects of title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, in each case free and clear of Liens
prohibited by this Agreement. All leases of the MLP, the Issuer or any Subsidiary are valid and
subsisting and are in full force and effect in all material respects, except leases the failure of
which to maintain, individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.


5.11 Licenses, Permits, etc.





     (a) The MLP, the Issuer and its Subsidiaries own or possess all licenses, permits,
franchises, authorizations, patents, copyrights, proprietary software, service marks,
trademarks and trade names, or rights thereto, except to the extent that the failure to own
or possess the same could not reasonably be expected to have a Material Adverse Effect, and
there are no known conflicts of the same with the rights of others that could reasonably be
expected to have a Material Adverse Effect.




     (b) To the best knowledge of the MLP and the Issuer, no product of the MLP, such Issuer
or any Subsidiary of such Issuer infringes any license, permit, franchise, authorization,
patent, copyright, proprietary software, service mark, trademark, trade name or other right
owned by any other Person, which infringement could reasonably be expected to have a
Material Adverse Effect.




     (c) To the best knowledge of the MLP and the Issuer, there is no violation by any
Person of any right of the MLP, such Issuer or any Subsidiary of such Issuer with respect to
any patent, copyright, proprietary software, service mark, trademark, trade name or other
right owned or used by the MLP, such Issuer or any Subsidiary of such Issuer, the violation
of which could reasonably be expected to have a Material Adverse Effect.


5.12 Compliance with ERISA.





     (a) No Termination Event has occurred or is reasonably expected to occur with respect
to any Plan which, with the giving of notice or lapse of time, or both, would constitute an
Event of Default under Section 11(h).



 









 






     (b) The present value of the aggregate benefit liabilities under each of the Plans
(other than Multiemployer Plans), determined as of the end of such Plan’s most recently
ended plan year on the basis of the actuarial assumptions specified for funding purposes in
such Plan’s most recent actuarial valuation report, did not exceed the aggregate current
value of the assets of such Plan allocable to such benefit liabilities. The term “benefit
liabilities” has the meaning specified in section 4001 of ERISA and the terms “current
value” and “present value” have the meaning specified in section 3 of ERISA.




     (c) Each Plan has complied with the applicable provisions of ERISA and the Code where
the failure to so comply would reasonably be expected to result in a Material Adverse
Effect.




     (d) The statement of assets and liabilities of each Plan and the statements of changes
in fund balance and in financial position, or the statement of changes in net assets
available for plan benefits, for the most recent plan year for which an accountant’s report
with respect to such Plan has been prepared, copies of which report are available for review
by the holders of the Notes, present fairly, in all material respects, the financial
condition of such Plan as at such date and the results of operations of such Plan for the
plan year ended on such date.




     (e) The execution and delivery of this Agreement and the issuance and sale of the Notes
hereunder will not involve any transaction that is subject to the prohibitions of section
406 of ERISA or in connection with which a tax could be imposed pursuant to section
4975(e)(1)(A)(D) of the Code. The representation by the Issuer in the first sentence of
this Section 5.12(e) is made (i) in reliance upon and subject to the accuracy of
each Purchaser’s representation in Section 6.2(a)-(f) and (h) as to the
sources of the funds used to pay the purchase price of the Notes to be purchased by such
Purchaser and (ii) assumes that none of the sources of funds used to pay such purchase price
are as described in Section 6.2(g).




     (f) Neither the MLP nor any ERISA Affiliate has incurred, or is reasonably expected to
incur, any Withdrawal Liability to any Multiemployer Plan which, when aggregated with all
other amounts required to be paid to Multiemployer Plans in connection with Withdrawal
Liability (as of the date of determination), would have a Material Adverse Effect.




     (g) Neither the MLP nor any ERISA Affiliate has received any notification that any
Multiemployer Plan is in reorganization, insolvent or has been terminated, within the
meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be in
reorganization, to be insolvent or to be terminated within the meaning of Title IV of ERISA
the effect of which reorganization, insolvency or termination would be the occurrence of an
Event of Default under Section 11(h).



 









 




5.13 Private Offering by the Issuer.




          Neither the Issuer nor anyone acting on the Issuer’s behalf has offered the Notes or any
similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise
approached or negotiated in respect thereof with, any Person other than the Purchasers and not more
than five (5) other Institutional Investors, each of which has been offered the Notes at a private
sale for investment. Neither the Issuer nor anyone acting on the Issuer’s behalf has taken, or
will take, any action that would subject the issuance or sale of the Notes to the registration
requirements of Section 5 of the Securities Act or to the registration requirements of any
securities or blue sky laws of any applicable jurisdiction.


5.14 Use of Proceeds; Margin Regulations.




          The Issuer will apply the proceeds of the sale of the Notes in the manner described in Section
I.B.of the Memorandum. No part of the proceeds from the sale of the Notes will be used, directly
or indirectly, for the purpose of buying or carrying any margin stock within the meaning of
Regulation U of the FRB (12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Issuer in a violation of Regulation X of the
FRB (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of the FRB (12
CFR 220). Margin stock does not constitute more than 1% of the value of the consolidated assets of
the Issuer and the Issuer’s Subsidiaries and the Issuer has no present intention that margin stock
will constitute more than 1% of the value of such assets. As used in this Section, the terms
“margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said
Regulation U.


5.15 Existing Indebtedness; Future Liens.





     (a) Except as described therein, Schedule 5.15 sets forth a complete and
correct list of all outstanding Indebtedness of the MLP, the Issuer and its Subsidiaries as
of June 30, 2008, since which date there has been no Material change in the amounts (other
than to the extent of advances under the Credit Agreement), interest rates, sinking funds,
installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries.
None of the MLP, the Issuer or any Subsidiary is in default and no waiver of default is
currently in effect, in the payment of any principal or interest on any Indebtedness of the
MLP, the Issuer or any Subsidiary and no event or condition exists with respect to any
Indebtedness of the MLP, the Issuer or any Subsidiary that would permit (or that with notice
or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness
to become due and payable before its stated maturity or before its regularly scheduled dates
of payment.




     (b) Except as disclosed in Schedule 10.1, none of the MLP, the Issuer or any
Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its property, whether now owned or hereafter acquired, to
be subject to a Lien not permitted by Section 10.1.




     (c) Neither the MLP, the Issuer nor any Subsidiary is party to, or otherwise subject to
any provision contained in, any instrument evidencing Indebtedness of the
MLP, the Issuer or such Subsidiary, any agreement relating thereto or any other
agreement (including, but not limited to, its Organization Documents) which limits the



 









 







amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP,
the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase
Agreement dated as of the date hereof among the MLP, the Issuer and EPC.


5.16 Foreign Assets Control Regulations, Anti-Terrorism Order, etc.




          Neither the sale of the Notes by the Issuer hereunder nor its use of the proceeds thereof will
violate (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
any enabling legislation or executive order relating thereto, (c) the Anti-Terrorism Order or (d)
the United States Foreign Corrupt Practices Act of 1997, as amended. Without limiting the
foregoing, neither Issuer nor any Subsidiary of the Issuer (i) is a blocked person described in
Section 1 of the Anti-Terrorism Order or (ii) to the Issuer’s knowledge, engages in any dealings or
transactions with any such person.


5.17 Status under Certain Statutes.




          None of the MLP, the Issuer or any Subsidiary is subject to regulation under the Investment
Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the
ICC Termination Act, as amended, or the Federal Power Act, as amended.


5.18 Environmental Matters.




          Except for the matters set forth on Schedule 5.18 and other matters that, in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the
MLP, the Issuer nor any of their Subsidiaries (a) has failed to comply with any Environmental Law
or to obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (b) is subject to any Environmental Liability, (c) has received notice of any
claim with respect to any Environmental Liability or (d) knows of any basis for any Environmental
Liability.


5.19 Solvency of MLP.




          After giving effect to the issuance and sale of the Notes and the application of the proceeds
thereof and due consideration to any rights of contribution and reimbursement, (i) the MLP has
received fair consideration and reasonably equivalent value for the incurrence of its obligations
under the Parent Guaranty and this Agreement or as contemplated by the Parent Guaranty and this
Agreement, (ii) the fair value of the assets of the MLP (at fair valuation) exceeds its
liabilities, (iii) the MLP is able and expects to be able to pay its debts as they mature, and (iv)
the MLP has capital sufficient to carry on its business and conducted and as proposed to be
conducted.


6. REPRESENTATIONS OF THE PURCHASERS.



6.1 Purchase for Investment.




          Each Purchaser severally represents that it is purchasing the Notes for its own account or for
one or more separate accounts maintained by such Purchaser or for the account of



 









 







one or more
pension or trust funds and not with a view to the distribution thereof, provided that the
disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or
their control. Each Purchaser understands that the Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions of the Securities
Act or if an exemption from registration is available, except under circumstances where neither
such registration nor such an exemption is required by law, and that the Issuer is not required to
register the Notes.


6.2 Source of Funds.




          Each Purchaser severally represents that at least one of the following statements is an
accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay
the purchase price of the Notes to be purchased by such Purchaser hereunder:




     (a) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance Commissioners (the
“NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any
employee benefit plan together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization in the general account do not exceed 10% of the total reserves
and liabilities of the general account (exclusive of separate account liabilities) plus
surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or




     (b) the Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any annuitant)) are
not affected in any manner by the investment performance of the separate account; or




     (c) the Source is either (i) an insurance company pooled separate account, within the
meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund,
within the meaning of PTE 91-38 (issued July 12, 1991) and, except as disclosed by such
Purchaser to the Issuer in writing pursuant to this paragraph (c), no employee benefit plan
or group of plans maintained by the same employer or employee organization beneficially owns
more than 10% of all assets allocated to such pooled separate account or collective
investment fund; or




     (d) the Source constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM
Exemption), no employee benefit plan’s assets that are included in such investment
fund, when combined with the assets of all other employee benefit plans established or



 









 







maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of
the QPAM Exemption) of such employer or by the same employee organization and managed by
such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of
Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person
controlling or controlled by the QPAM (applying the definition of “control” in Section V(e)
of the QPAM Exemption) owns a 5% or more interest in the MLP and (i) the identity of such
QPAM and (ii) the names of all employee benefit plans whose assets are included in such
investment fund have been disclosed to the Issuer in writing pursuant to this paragraph (d);
or




     (e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of
the INHAM Exemption are satisfied, neither the INHAM nor a Person controlling or controlled
by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption)
owns a 5% or more interest in the MLP and (i) the identity of such INHAM and (ii) the
name(s) of the employee benefit plan(s) whose assets constitute the Source have been
disclosed to the Issuer in writing pursuant to this paragraph (e); or




     (f) the Source is a governmental plan; or




     (g) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been identified to
the Issuer in writing pursuant to this paragraph (g); or




     (h) the Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA.


As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and
“separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.



7. INFORMATION AS TO ISSUER.



7.1 Financial Statements.




     The Issuer will deliver to each holder of a Note that is an Institutional Investor, in form
and detail satisfactory to the Required Holders:



     (a) Annually as soon as available, but in any event within 120 days after the end of
each fiscal year:




     (i) a consolidated balance sheet of the MLP and its Subsidiaries, as at the end of such
fiscal year, and the related consolidated statements of income or operations,
partners’ capital and cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year; and



 









 






     (ii) if the Issuer, WIC or an “Additional Borrower” (under and as defined in the Credit
Agreement) is required to file a Form 10-Q or a Form 10-K with the SEC, a consolidated
balance sheet of such Person and its Subsidiaries, as at the end of such fiscal year, and
the related consolidated statements of income or operations, partners’ capital and cash
flows for such fiscal year, setting forth in each case in comparative form the figures for
the previous fiscal year,




all prepared in accordance with GAAP, audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall
not be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit; and




     (iii) if WIC, an “Additional Borrower” (under and as defined in the Credit Agreement),
CIG or SNG is not required to file a Form 10-K or Form 10-Q with the SEC, a consolidated
balance sheet of such Person and its Subsidiaries as at the end of such fiscal year, and the
related consolidated statements of income or operations, partners’ capital and cash flows
for such fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year,




subject only to the absence of footnotes, all in reasonable detail, certified by a
Responsible Officer of the MLP as fairly presenting the financial condition, results of
operations, partners’ capital and cash flows of such Person and its Subsidiaries in
accordance with GAAP; and



     (b) Quarterly as soon as available, but in any event within 60 days after the end of each of
the first three fiscal quarters of each fiscal year:




     (i) a consolidated balance sheet of the MLP and its Subsidiaries, at the end of such
fiscal quarter, and the related consolidated statements of income or operations and
partners’ capital for such fiscal quarter and statements of cash flows for the portion of
the MLP’s fiscal year then ended, setting forth in each case in comparative form the figures
for the corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year;




     (ii) a consolidated balance sheet of WIC and its Subsidiaries, and a consolidated
balance sheet of each “Additional Borrower” (under and as defined in the Credit Agreement)
and its Subsidiaries, in each case at the end of such fiscal quarter, and the related
consolidated statements of income or operations and partners’ capital for such fiscal
quarter and statements of cash flows for the portion of such Person’s fiscal year then
ended, setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the previous
fiscal year; and




     (iii) if CIG or SNG is not required to file a Form 10-Q with the SEC, a consolidated
balance sheet of such Person and its Subsidiaries as at the end of such fiscal quarter, and
the related consolidated statements of income or operations and partners’



 









 







capital for such
fiscal quarter and statements of cash flows for the portion of such Person’s fiscal year
then ended, setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the previous
fiscal year,




all in reasonable detail, certified by a Responsible Officer of the MLP as fairly presenting
the financial condition, results of operations, partners’ capital and cash flows of the MLP
and its Subsidiaries or the applicable Person and its Subsidiaries in accordance with GAAP,
subject only to normal year-end audit adjustments (if applicable) and the absence of
footnotes.



          As to any information contained in materials furnished pursuant to Section 7.1(b), the
MLP and the Issuer shall not be separately required to furnish such information under clause (a) or
(b) above, but the foregoing shall not be in derogation of the obligation of the MLP and the Issuer
to furnish the information and materials described in clauses (a) and (b) above at the times
specified therein.


7.2 Certificates; Other Information.




     The Issuer will deliver to each holder of a Note that is an Institutional Investor:



     (a) within five (5) Business Days after the delivery of the financial statements referred to
in Section 7.1(a) and Section 7.1(b) (but in any event, no later than the deadlines
for delivery of financial statements set forth in Section 7.1(a) or 7.1(b), as
applicable) a duly completed Compliance Certificate signed by a Responsible Officer of the MLP;



     (b) promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the equity owners of the MLP, and copies of all
annual, regular, periodic and special reports and registration statements which the MLP may file or
be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,
and not otherwise required to be delivered to the holders of Notes pursuant hereto;



     (c) promptly, and in any event within ten (10) days after a Responsible Officer of the Issuer
becomes aware of the existence of any Default or Event of Default or that any Person has given any
notice or taken any action with respect to a claimed default hereunder or that any Person has given
notice or taken any action with respect to a claimed default of the type referred to in Section
11(e), a written notice specifying the nature and period of existence thereof and what action the
Issuer is taking or proposes to take with respect thereto;



     (d) as soon as practicable and in any event (i) within thirty (30) days after the MLP or the
Issuer or any of their Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know
that any Termination Event described in clause (a) of the definition of Termination Event with
respect to any Plan has occurred that could reasonably be expected to have a Material Adverse
Effect, and (ii) within ten (10) days after the MLP or the Issuer or any of their
Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any other
Termination Event with respect to any Plan has occurred, a statement of a Responsible Officer



 









 







describing such Termination Event and the action, if any, that the MLP or the Issuer or such
Restricted Subsidiary or ERISA Affiliate proposes to take with respect thereto;



     (e) promptly, and in any event within thirty (30) days after any Responsible Officer has
knowledge of receipt thereof, copies of any notice to the MLP, the Issuer or any of their
Restricted Subsidiaries from any Federal or state Governmental Authority relating to any order,
ruling, statute or other law or regulation that could reasonably be expected to have a Material
Adverse Effect;



     (f) within ten (10) days after sending or filing thereof, a copy of each FERC Form No. 2:
Annual Report of Major Natural Gas Companies sent or filed by the Issuer or any Restricted
Subsidiary to or with the FERC; and



     (g) with reasonable promptness, such other data and information relating to the business,
operations, affairs, financial condition, assets or properties of the MLP, the Issuer or any of
their Restricted Subsidiaries or relating to the ability of the Issuer to perform its obligations
hereunder and under the Notes as from time to time may be reasonably requested by any such holder
of a Note.



     Notwithstanding any provision of Section 7.1 or Section 7.2 to the contrary,
the Issuer shall be deemed to have complied with the delivery requirements of Section 7.1
or Section 7.2 in respect of any filing made by the MLP or the Issuer with the SEC within
the applicable time period provided in Section 7.1 and prepared in compliance with the
requirements therefor if the Issuer shall have (i) timely made such filing available on “EDGAR” or
on the MLP’s home page on the worldwide web (as of the date of this Agreement located at
http://www.eppipelinepartners.com/) and (ii) given each holder of a Note prior notice of such
availability on EDGAR or the MLP’s home page (the making of such availability and the giving of
notice thereof being collectively referred to as “Electronic Delivery”). Also, the electronic
posting of any financial reports, notices or other items required to be furnished pursuant to
Section 7.1 or Section 7.2 on a website established by the MLP and accessible by
the holders of Notes free of charge and notice of such posting to the holders of Notes shall
constitute delivery for all purposes of such section.


7.3 Inspection.




          The MLP and the Issuer will permit the representatives of each holder of a Note that is an
Institutional Investor:




     (a) No Event of Default — if no Event of Default then exists, at the expense of such
holder and upon reasonable prior notice to the MLP or the Issuer, to visit the principal
executive office of the MLP or the Issuer, to discuss the affairs, finances and accounts of
the MLP or the Issuer and its Subsidiaries with the MLP’s or the Issuer’s representatives,
and (with the consent of the MLP or the Issuer, which consent will not be unreasonably
withheld) its independent public accountants, and (with the consent of the MLP or the
Issuer, which consent will not be unreasonably withheld) to visit the other
offices and properties of the MLP or the Issuer and each Subsidiary thereof, all at
such reasonable times and as often as may be reasonably requested in writing; and



 









 






     (b) Event of Default — if an Event of Default then exists, at the expense of such
Issuer, to visit and inspect any of the offices or properties of the MLP or the Issuer or
any Subsidiary thereof, to examine all of their respective books of account, records,
reports and other papers, to make copies and extracts therefrom, and to discuss their
respective affairs, finances and accounts with their respective officers or representatives
and independent public accountants (and by this provision the MLP and the Issuer authorizes
said accountants to discuss the affairs, finances and accounts of the MLP or the Issuer and
its Subsidiaries), all at such times and as often as may be requested.


8. PREPAYMENT OF THE NOTES.



8.1 No Scheduled Prepayments.




          No regularly scheduled prepayments are due on the Notes prior to their stated maturity.


8.2 Optional Prepayments.




          (a) The Issuer may, at its option, upon notice as provided in subsection (c) below, prepay, at
any time all, or from time to time any part of, one or more series of the Series 2008-A, 2008-B or
2008-C Notes, in an amount not less than $5,000,000 in the aggregate in the case of a partial
prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for
the prepayment date with respect to such principal amount.



          (b) The Issuer may, at its option, upon notice as provided in subsection (c) below, prepay, at
any time all, or from time to time any part of, the Series 2008-D Notes, in an amount not less than
$5,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so
prepaid, plus (i) if such prepayment occurs at any time after the date of Closing to and including
March 31, 2010, three percent (3%) of such principal amount being prepaid or if such prepayment
occurs at any time after March 31, 2010 to and including September 30, 2010, two percent (2%) of
such principal amount being prepaid, and (ii) any LIBOR Breakage Amount.



          (c) The Issuer will give each holder of each series of Notes to be prepaid written notice of
each optional prepayment under this Section 8.2 not less than ten (10) days and not more
than sixty (60) days prior to the date fixed for such prepayment. Each such notice shall specify
such date, the aggregate principal amount of each series of Notes to be prepaid on such date, the
principal amount of each Note held by such holder to be prepaid (determined in accordance with
Section 8.4), and the interest to be paid on the prepayment date with respect to such
principal amount being prepaid, and shall be accompanied by a certificate of a Responsible Officer
as to (i) with respect to the Series 2008-A, 2008-B or 2008-C Notes, the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such notice were the
date of the prepayment), setting forth the details of such computation and (ii) with respect to the
Series 2008-D Notes, any additional premium payable pursuant to Section 8.2(b)(i) above (in
each case, calculated as if the date of such notice were the date of the prepayment).
Two (2) Business Days prior to such prepayment, the Issuer shall deliver to each holder of the
series of Notes being prepaid a certificate of a Responsible Officer specifying the calculation of



 









 







such amounts as of the specified prepayment date, and acknowledging any LIBOR Breakage Amount owing
of which the Issuer has been notified by any holder of a Series 2008-D Note.


8.3 Change of Control Prepayment Offer.





     (a) A “Change of Control Prepayment Event” occurs if, within the period of 120 days
from and including the date on which a Change of Control occurs, either (i) there are Rated
Securities outstanding at the time of such Change of Control and a Rating Downgrade in
respect of such Change of Control occurs or (ii) at such time there are no Rated Securities
and the MLP or the Issuer fails to obtain (whether by failing to seek a rating or otherwise)
either a rating of the Notes or any other unsecured and unsubordinated Indebtedness of the
MLP or the Issuer having a remaining maturity of five (5) years or more (and which does not
have the benefit of a guaranty from any Person other than any such Person that at such time
also guarantees the obligations of the Issuer under this Agreement and the Notes) from a
Rating Agency of at least Investment Grade (a “Negative Rating Event”), in each case after
giving pro forma effect to the transaction giving rise to such Change of Control (such
Change of Control and the related Rating Downgrade or, as the case may be, Negative Rating
Event, together (but not individually) constituting the Change of Control Prepayment Event).




     (b) Promptly upon becoming aware that a Change of Control has occurred, and in any
event no later than fifteen (15) days after becoming aware of the Change of Control, the
Issuer shall give written notice of such fact to all holders of the Notes. Promptly upon
becoming aware that a Change of Control Prepayment Event has occurred, and not later than
thirty (30) days after becoming aware of the Change of Control Prepayment Event, the Issuer
shall give written notice (the “Issuer Notice”) of such fact to all holders of the Notes.
The Issuer Notice shall describe (i) the facts and circumstances of such Change of Control
Prepayment Event in reasonable detail, (ii) refer to this Section 8.3 and the rights
of the holders hereunder, and (iii) contain an offer by the Issuer to prepay the entire
unpaid principal amount of the Notes held by each holder at 100% of the principal amount of
such Notes at par (and without any Make-Whole Amount or prepayment premium or other penalty
whatsoever or howsoever described, but including any LIBOR Breakage Amount with respect to
any Series 2008-D Notes being prepaid on a day other than a Floating Interest Payment Date),
together with interest accrued thereon to the date for such prepayment selected by the
Issuer (the “Proposed Prepayment Date”), which shall be specified in the Issuer Notice and
which shall be a Business Day not more than sixty (60) days after such Issuer Notice is
given, should any agreement to the contrary not be reached among the Issuer and each of the
holders of the Notes.




     (c) A holder of a Note may accept the offer to prepay made pursuant to this Section
8.3 by causing a notice of such acceptance to be delivered to the Issuer on or before
the Proposed Prepayment Date. A failure by a holder of a Note to respond to an offer to
prepay made pursuant to this Section 8.3 or to accept an offer by the Issuer to
prepay all of the Notes held by such holder prior to the Proposed Prepayment Date shall
be deemed to constitute rejection of such offer by such holder.



 









 






     (d) On any Proposed Prepayment Date, the entire unpaid principal amount of the Notes
held by each holder of the Notes which has accepted such prepayment offer, together with
interest accrued thereon to such date (without any Make-Whole Amount or prepayment premium
or other penalty whatsoever or howsoever described, but including any LIBOR Breakage Amount
with respect to any Series 2008-D Notes being prepaid on a day other than a Floating
Interest Payment Date), shall become due and payable.


8.4 Allocation of Partial Prepayments.




          In the case of each partial prepayment of Notes of a series pursuant to Section 8.2,
the principal amount of the Notes of the series to be prepaid shall be allocated among all of the
Notes of such series at any time outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts thereof not theretofore called for prepayment.


8.5 Maturity; Surrender, etc.




          In the case of each prepayment of Notes pursuant to this Section 8, the principal
amount of each Note to be prepaid shall mature and become due and payable on the date fixed for
such prepayment (which shall be a Business Day), together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, prepayment premium or LIBOR Breakage
Amount, if any, and prepayment. From and after such date, unless the Issuer shall fail to pay such
principal amount when so due and payable, together with the interest and Make-Whole Amount,
prepayment premium or LIBOR Breakage Amount, if any, as aforesaid, interest on such principal
amount shall cease to accrue. Any Note paid or prepaid in full, after such payment and upon the
written request of the Issuer, shall be surrendered to the Issuer and canceled and shall not be
reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.


8.6 Purchase of Notes.




          The Issuer will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise
acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b)
pursuant to a written offer to purchase any outstanding Notes made by the Issuer or an Affiliate
pro rata to the holders of Notes or any series thereof upon the same terms and conditions. The
Issuer will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment,
prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be
issued in substitution or exchange for any such Notes.


8.7 Make-Whole Amount.




          The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess,
if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Note over the amount of such Called Principal, provided
that the Make-Whole Amount may in no event be less than zero. For the purposes of determining
the Make-Whole Amount, the following terms have the following meanings:



 









 






     “Called Principal” means, with respect to any Note, the principal of such Note that is
to be prepaid pursuant to Section 8.2(a) or has become or is declared to be
immediately due and payable pursuant to Section 12.1, as the context requires.




     “Discounted Value” means, with respect to the Called Principal of any Note, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount
factor (applied on the same periodic basis as that on which interest on the Notes is payable)
equal to the Reinvestment Yield with respect to such Called Principal.




     “Reinvestment Yield” means, with respect to the Called Principal of any Note, .50% over
the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City
time) on the second Business Day preceding the Settlement Date with respect to such Called
Principal, on the display designated as the “PX1 Screen” on the Bloomberg Financial Market
Service (or such other display as may replace the PX1 Screen on Bloomberg Financial Market
Service) for actively traded U.S. Treasury securities having a maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such
yields are not reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant Maturity Series
Yields reported, for the latest day for which such yields have been so reported as of the
second Business Day preceding the Settlement Date with respect to such Called Principal, in
Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date. In the case of each
determination under clause (i) or clause (ii), as the case may be, of the preceding sentence,
such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted financial practice and (b)
interpolating linearly between (1) the actively traded U.S. Treasury security with the
maturity closest to and greater than the Remaining Average Life and (2) the actively traded
U.S. Treasury security with the maturity closest to and less than the Remaining Average Life.
The Reinvestment Yield shall be rounded to the number of decimal places as appears in the
interest rate of the applicable Notes.




     “Remaining Average Life” means, with respect to any Called Principal, the number of
years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying (a) the principal
component of each Remaining Scheduled Payment with respect to such Called Principal by (b)
the number of years (calculated to the nearest one-twelfth year) that will elapse between the
Settlement Date with respect to such Called Principal and the scheduled due date of such
Remaining Scheduled Payment.




     “Remaining Scheduled Payments” means, with respect to the Called Principal of any Note,
all payments of such Called Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment of such Called Principal
were made prior to its scheduled due date, provided that if such



 









 







Settlement Date is not a
date on which interest payments are due to be made under the terms of the Notes, then the
amount of the next succeeding scheduled interest payment will be reduced by the amount of
interest accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.2 or 12.1.




     “Settlement Date” means, with respect to the Called Principal of any Note, the date on
which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or
is declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.


9. AFFIRMATIVE COVENANTS.




          Each of the Issuer and MLP covenants that so long as any of the Notes are outstanding:


9.1 Compliance with Law.




          The Issuer and the MLP will, and will cause each of its Restricted Subsidiaries to, comply in
all material respects with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or its business or property, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.


9.2 Insurance.




          The Issuer and the MLP will, and will cause each of its Restricted Subsidiaries to, maintain
or cause to be maintained with financially sound and reputable insurance companies (or through
self-insurance) property damage and liability insurance of such types, in such amounts and against
such risks as is commercially reasonable to maintain.


9.3 Maintenance of Properties.




          The Issuer and the MLP will, and will cause each of its Restricted Subsidiaries to, (a)
maintain, preserve and protect all of its material properties and equipment necessary in the
operation of its business in good working order and condition, ordinary wear and tear excepted; and
(b) make all necessary repairs thereto and renewals and replacements thereof, except in the case of
both the foregoing clauses (a) and (b) where the failure to do so could not reasonably be expected
to have a Material Adverse Effect.


9.4 Payment of Taxes and Claims.




          The Issuer and the MLP will, and cause each of its Restricted Subsidiaries to, file all tax
returns required to be filed in any jurisdiction and to pay and discharge when due all taxes
shown to be due and payable on such returns and all other taxes, assessments, governmental
charges, or levies imposed on them or any of their properties, assets, income or franchises, to the
extent such taxes and assessments have become due and payable and before they have become
delinquent and all claims for which sums have become due and payable that have or might



 









 







become a
Lien on properties or assets of the Issuer or the MLP or any of its Restricted Subsidiaries,
provided that neither the Issuer, the MLP nor any Subsidiary thereof need pay any such tax or
assessment or claims if (i) the amount, applicability or validity thereof is contested by the
Issuer, the MLP or such Restricted Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Issuer, the MLP or such Restricted Subsidiary has established adequate
reserves therefor in accordance with GAAP on the books of the Issuer, the MLP or such Restricted
Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments
in the aggregate could not reasonably be expected to have a Material Adverse Effect.


9.5 Existence, etc.





	 	 	The Issuer and the MLP will, and will cause each of its Restricted Subsidiaries to:






     (a) Preserve, renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization except in a transaction
permitted by Section 10.4 or Section 10.5 or where the failure to so
preserve would not have a Material Adverse Effect and except that nothing herein shall
prevent any change in Business Entity form of any Subsidiary of the MLP, and




     (b) take reasonable action to maintain permits, licenses and franchises necessary in
the normal conduct of its business, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect..


9.6 Books and Records.




          The Issuer and the MLP will, and will cause its Restricted Subsidiaries to, (a) maintain
proper books of record and account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters involving its assets
and business; and (b) maintain such books of record and account in conformity with the applicable
material requirements of any Governmental Authority having regulatory jurisdiction over the Issuer,
the MLP or such Restricted Subsidiary, as the case may be.


9.7 Additional Subsidiary Guarantors.




          The Issuer and the MLP will cause any Subsidiary that (whether or not required by the terms of
the Credit Agreement) (i) guarantees Indebtedness in respect of the Credit Agreement or (ii)
becomes an “Additional Borrower” under the Credit Agreement and assumes liability for any portion
of the Indebtedness of any other “Borrower” under the Credit Agreement, to enter into a Subsidiary
Guaranty concurrently therewith and as a part thereof to deliver to each of the holders a
certificate signed by a Responsible Officer of the Issuer confirming the accuracy of the
representations and warranties in Sections 5.2, 5.6, 5.7 and 5.19,
with respect to such Subsidiary and such Subsidiary Guaranty, as applicable.


9.8 Use of Proceeds.




          The Issuer will use the proceeds of the Notes in the manner described in Section I.B. of the
Memorandum.



 









 




9.9 Ranking of Notes.





     (a) The Notes and the Issuer’s obligations under this Agreement will rank at least pari
passu with all of the Issuer’s outstanding unsecured Senior Indebtedness; provided, that
during any period that the Credit Agreement is secured, the Notes and the Issuer’s
obligations under this Agreement will rank at least pari passu with all of the Issuer’s
obligations under the Credit Agreement.




     (b) The Issuer and the MLP will, if either of them or any Subsidiary shall create any
Lien upon any of its property or assets, whether now owned or hereafter acquired, in favor
of the lenders or other creditors who are party to the Credit Agreement (unless prior
written consent to the creation thereof shall have been obtained from the Required Holders),
make or cause to be made effective provision whereby the Notes will be secured by such Lien
equally and ratably with all other Indebtedness thereby secured.


10. NEGATIVE COVENANTS.




          Each of the Issuer and the MLP covenants that it shall not, nor shall it permit any of its
Restricted Subsidiaries to, directly or indirectly,:


10.1 Liens.




          Create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following:




     (a) Liens securing the Notes;




     (b) Liens existing on the date of this Agreement and listed on Schedule 10.1
and any renewals or extensions thereof, provided that (i) the property covered thereby is
not changed, (ii) the amount secured or benefited thereby is not increased except as
contemplated by Section 10.3(a)(iv), and (iii) the direct or any contingent obligor
with respect thereto is not changed, and (iv) any renewal or extension of the obligations
secured or benefited thereby is permitted by Section 10.3(a)(iv);




     (c) Liens for taxes, assessments, obligations under workers’ compensation or other
social security legislation or other requirements, charges or levies of any Governmental
Authority, in each case not yet overdue, or which are being contested in good faith by
appropriate proceedings diligently conducted;




     (d) inchoate Liens and charges imposed by law and incidental to construction,
maintenance, development or operation of properties, or the operation of business, in the
ordinary course of business if payment of the obligation secured thereby is not yet
overdue or if the validity or amount of which is being contested in good faith by the
MLP, the Issuer or any of its Restricted Subsidiaries;




     (e) pledges and deposits to secure the performance of bids, tenders, trade or
government contracts and leases (other than for Indebtedness), licenses, statutory



 









 







obligations, surety bonds, performance bonds, completion bonds and other obligations of a
like kind, in each case incurred in the ordinary course of business;




     (f) easements, servitudes, rights-of-way and other rights, exceptions, reservations,
conditions, limitations, covenants and other restrictions that do not materially interfere
with the operation, value or use of the properties affected thereby;




     (g) any Lien on any asset (including a capital lease) securing Indebtedness incurred or
assumed for the purpose of financing all or any part of the cost of acquiring such asset,
provided that such Lien attaches to such asset concurrently with or within 180 days after
the acquisition thereof;




     (h) Liens securing judgments for the payment of money not constituting an Event of
Default under Section 11(g) or appeal or surety bonds related to such judgments;




     (i) Liens existing on any property or asset of any Person that becomes a Restricted
Subsidiary of the MLP or the Issuer after the date of this Agreement prior to the time such
Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in
contemplation of or in connection with such Person becoming a Restricted Subsidiary, (ii)
such Lien shall not apply to any other property or assets of the MLP, the Issuer or any
Restricted Subsidiary, (iii) such Lien shall secure only those obligations which it secures
on the date such Person becomes a Restricted Subsidiary and any renewals, extensions and
modifications (but not increases) thereof;




     (j) conventional provisions contained in contracts or agreements affecting properties
under which the Issuer, the MLP or a Restricted Subsidiary is required immediately before
the expiration, termination or abandonment of a particular property to reassign to such
Person’s predecessor in title all or a portion of such Person’s rights, titles and interests
in and to all or a portion of such property;




     (k) any Lien consisting of (i) landlord’s liens under leases to which the MLP, the
Issuer or any of its Restricted Subsidiaries is a party or other Liens on leased property
reserved in leases thereof for rent or for compliance with the terms of such leases (other
than Liens securing Indebtedness), (ii) rights reserved to or vested in any municipality or
governmental, statutory or public authority to control or regulate any property of the MLP,
the Issuer or any of its Restricted Subsidiaries, or to use such property in any manner
which does not materially impair the use of such property for the purposes for which it is
held by the MLP, the Issuer or any such Restricted Subsidiary, (iii) obligations or duties
to any municipality or public authority with respect to any franchise, grant, license, lease
or permit and the rights reserved or vested in any governmental authority or public utility
to terminate any such franchise, grant, license, lease or permit or to
condemn or expropriate any property, and (iv) zoning laws and ordinances and municipal
regulations;




     (l) Liens on the Equity Interests in, or Indebtedness or other obligations of, an
Unrestricted Subsidiary securing the payment of a Project Financing or securing Equity



 









 







Contribution Obligations as permitted by paragraphs (a)(i) and (a)(iii) of the definition of
“Non-Recourse” set forth in Schedule B;




     (m) Liens that ratably secure the Notes and other Indebtedness, subject to customary
collateral trust or similar arrangements and execution by the Purchasers (or their agent)
and the other necessary parties of appropriate documentation governing such arrangement; and




     (n) Liens securing Indebtedness in an aggregate principal amount not to exceed, at the
time of incurrence of such Indebtedness, an amount equal to 10% of Consolidated Net Tangible
Assets as of the most recent Quarter-End Date for which financial statements have been
delivered pursuant to Section 7.1(a) or Section 7.1(b).


Liens permitted by this Section 10.1 may also extend to products and proceeds (including dividends,
distributions, interest and like payments on or with respect to, and insurance and condemnation
proceeds and rental, lease, licensing and similar proceeds) of, and property evidencing or
embodying, or constituting rights or other general intangibles directly relating to or arising out
of, and accessions and improvements to, such property subject to such Liens.



10.2 Certain Investments.





     (a) Make any Investments after the date of this Agreement in an Unrestricted Subsidiary
or in any other Person that is not a Subsidiary at the time of (or as a result of) such
Investment, unless (i) the lines of business in which such Unrestricted Subsidiary or other
Person is primarily engaged are permitted for the MLP and the Issuer and their Restricted
Subsidiaries under this Agreement, and (ii) at the time of the making of such Investment and
after giving effect thereto, the MLP and the Issuer shall be in compliance on a pro forma
basis with Section 10.12 and, if such Investment is made by a Restricted Subsidiary,
such Restricted Subsidiary shall be in compliance with Section 10.3(b), in each case
as of the most recent Quarter-End Date for which financial statements have been delivered
pursuant to Section 7.1(a) or Section 7.1(b);




     (b) Make any Investments in Non-U.S./Canadian Persons in excess of $5,000,000 in the
aggregate; or




     (c) In the case of the MLP, directly own Equity Interests in any Person other than the
Issuer and Financing Vehicles.


10.3 Indebtedness.





     (a) Create, incur, assume or suffer to exist any Indebtedness, except that, subject to
the limitations set forth in Section 10.3(b), the following Indebtedness shall be
permitted:




     (i) Indebtedness among the MLP, the Issuer and the Restricted Subsidiaries,
provided that in the case of Indebtedness owed by the MLP or the Issuer to a
Restricted Subsidiary of the MLP, such Indebtedness is subordinated to the Notes on
subordination terms approved by the Required Holders;



 









 






     (ii) Indebtedness outstanding on the date of this Agreement and listed on
Schedule 5.15;




     (iii) Indebtedness of any Person that becomes a Restricted Subsidiary after the
date of this Agreement existing prior to the time such Person becomes a Restricted
Subsidiary; provided that such Indebtedness is not created in contemplation of or in
connection with such Person becoming a Restricted Subsidiary;




     (iv) refinancings, refundings, renewals or extensions (“Refinancing
Indebtedness”) of Indebtedness incurred pursuant to paragraphs (ii) and (iii) above
(“Existing Indebtedness”), provided that in each such case, (1) neither the MLP, the
Issuer, nor any Restricted Subsidiary who is not obligated on the Existing
Indebtedness shall become obligated in respect of the Refinancing Indebtedness, and
(2) the amount of such Existing Indebtedness is not increased except by an amount
equal to a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such Refinancing Indebtedness; and




     (v) Indebtedness under the Notes and the Credit Agreement and other
Indebtedness of the MLP, the Issuer or any Restricted Subsidiary not described by
the foregoing paragraphs (i) through (iv) provided that at the time of incurring the
Indebtedness permitted by this clause, after giving effect thereto, (x) the MLP and
the Issuer shall be in pro forma compliance with Section 10.12 and
Section 10.13 determined as of the most recent Quarter-End Date for which
financial statements have been delivered pursuant to Section 7.1(a) or
Section 7.1(b), as applicable, and (y) no Default shall have occurred and be
continuing.




     (b) Notwithstanding the foregoing, the parties agree that:




     (i) a Regulated Restricted Subsidiary may incur Indebtedness only if at the
time of incurring such Indebtedness and after giving effect thereto, the Leverage
Ratio of such Regulated Restricted Subsidiary, determined as of the most recent
Quarter-End Date for which financial statements have been delivered pursuant to
Section 7.1(a) or Section 7.1(b), as applicable, does not exceed
5.00 to 1.00;




     (ii) an Unregulated Restricted Subsidiary that is a Subsidiary Guarantor may
incur Indebtedness only if at the time of incurring such Indebtedness and after
giving effect thereto, the Leverage Ratio of such Subsidiary Guarantor, determined
as of the most recent Quarter-End Date for
which financial statements have been delivered pursuant to Section
7.1(a) or Section 7.1(b), as applicable, does not exceed 5.00 to 1.00;




     (iii) an Unregulated Restricted Subsidiary not a Subsidiary Guarantor may incur
Indebtedness only if at the time of incurring such Indebtedness and after giving
effect thereto, the aggregate amount of Indebtedness of all



 









 







Unregulated Restricted
Subsidiaries that are not Subsidiary Guarantors does not exceed an aggregate amount
equal to 10% of Consolidated Net Tangible Assets as of the most recently completed
fiscal quarter; and




     (iv) in the event that a Subsidiary (other than the Issuer) owns, directly or
indirectly, Equity Interests or other Investments in WIC, in any other Regulated
Subsidiary, in SNG or in CIG, such Subsidiary may not incur any Indebtedness (other
than Obligations under the Credit Agreement or the Notes) or Recourse Equity
Contribution Obligations or enter into any Swap Contracts.


10.4 Fundamental Changes.




          In the case of the MLP or the Issuer, merge, dissolve, liquidate, consolidate with or into
another Person, or Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets unless (i) at the time thereof and immediately after giving effect
thereto no Default shall have occurred and be continuing, (ii) if the MLP is involved in any such
transaction, either it is the surviving or resultant entity or the recipient of any such sale,
transfer, lease or other disposition of assets, or the continuing or surviving Business Entity is a
limited partnership organized under the laws of the United States or a State thereof and
unconditionally assumes by written agreement all of the performance and payment obligations of the
MLP under the Notes, (iii) if the Issuer is involved in any such transaction, it is the surviving
or resultant entity or the recipient of any such sale, transfer, lease or other disposition of
assets, and (iv) if WIC is involved in any such transaction, it is the surviving or resultant
entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided,
however, that in no event shall any such merger, consolidation, sale, transfer, lease or other
disposition whether or not otherwise permitted by this Section 10.4 have the effect of
releasing the MLP or the Issuer from any of its obligations and liabilities under this Agreement or
the Notes.


10.5 Dispositions.




     (a) Make any Disposition or enter into any agreement to make any Disposition, except:




     (i) Dispositions of obsolete or worn out property or assets (or property or assets no
longer useful in the business of the relevant Person) in the ordinary course of business and
leases or subleases of unused office or other space entered into by the MLP, the Issuer or
any Restricted Subsidiary on an arms-length basis and in the ordinary course of business;




     (ii) Dispositions of inventory in the ordinary course of business;




     (iii) Dispositions of equipment or real property to the extent that (i) such property
is exchanged for credit against the purchase price of similar replacement property or (ii)
the proceeds of such Disposition are reinvested within 365 days in assets to be used in the
business of the Issuer or its Restricted Subsidiaries;




     (iv) Dispositions of property by the Issuer or any Restricted Subsidiary to the MLP, to
the Issuer or to a Wholly Owned Restricted Subsidiary;



 









 






     (v) Dispositions of any receivables and related rights pursuant to any Alternate
Program so long as immediately before and immediately after giving effect to such
Disposition the MLP and any Subsidiaries parties thereto are in compliance with Section
10.12 through Section 10.14, determined on a pro forma basis as of the most
recent Quarter-End Date for which financial statements have been delivered pursuant to
Section 7.1(a) or Section 7.1(b);




     (vi) the making or Disposition of Investments which are permitted under Section
10.2 and are made after the date of this Agreement;




     (vii) Dispositions of property or assets by the Issuer or a Restricted Subsidiary other
than WIC to the Issuer or a Restricted Subsidiary, or to a Business Entity that after giving
effect to such Disposition will become a Restricted Subsidiary in which the MLP’s direct or
indirect Equity Interest will be at least as great as its direct or indirect Equity
Interests in the transferor immediately prior to such Disposition;




     (viii) Dispositions constituting licenses of intellectual property in the ordinary
course of business;




     (ix) Dispositions of cash or cash equivalents;




     (x) Dispositions of Indebtedness or instruments or other obligations that are received
as consideration for any Disposition of property or assets permitted by this Section
10.5;




     (xi) Dispositions of investments (including Equity Interests and Indebtedness or
instruments or other obligations) that are received in connection with the bankruptcy or
reorganization of suppliers, customers or other Persons, or in settlement of, or pursuant to
any judgment or other order in respect of, delinquent obligations of, or litigation
proceedings or other disputes with, or from exercises of rights or remedies against, any
such Persons; and




     (xii) any other Disposition by the MLP or the Issuer or their Restricted Subsidiaries
provided that at the time of such Disposition, (i) no Default shall exist or would result
from such Disposition and (ii) the book value of the property being Disposed of, together
with the book value of all other property disposed of in reliance on this paragraph (xii)
during the fiscal year in which such Disposition occurs, shall not exceed 10% of
Consolidated Net Tangible Assets as of the most recent Quarter-End Date for which financial
statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b).



     (b) Notwithstanding the foregoing, the parties agree that the Issuer shall not Dispose of any
Equity Interest in WIC, and WIC shall continue to be a Wholly Owned Subsidiary of the Issuer,
either directly or through intermediate Wholly Owned Restricted Subsidiaries of the Issuer.



 









 




10.6 Restricted Payments.




          Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except that:



     (a) (i) each of the Issuer or a Restricted Subsidiary may make Restricted Payments to the MLP,
the Issuer or any other Restricted Subsidiary, and (ii) any non-Wholly Owned Restricted Subsidiary
may make Restricted Payments to any other Person that owns an Equity Interest in such Subsidiary,
ratably according to their respective holdings of the type of Equity Interest in respect of which
such Restricted Payment is being made;



     (b) so long as no Default which would become an Event of Default under paragraphs (f)
or (g) of Section 11 or an Event of Default shall have occurred and be continuing
or would result therefrom, the MLP may make distributions; and



     (c) so long as no Default which would become an Event of Default under paragraphs (f)
or (g) of Section 11 or an Event of Default shall have occurred and be continuing
or would result therefrom, the MLP may purchase, redeem or otherwise acquire Equity Interests
issued by it.


10.7 Change in Nature of Business.




          Engage in any line of business other than gathering, transporting, processing and storing
natural gas or other hydrocarbons or any businesses reasonably related or incidental thereto.


10.8 Transactions with Affiliates.




          Sell, lease or otherwise transfer any property to, or purchase, lease or otherwise acquire any
property from, or otherwise engage in any other transaction with, any Affiliate of the MLP, whether
or not in the ordinary course of business, except (a) transactions on terms no less favorable to
such Person as would be obtainable by such Person at the time in a comparable arm’s-length
transaction or series of transactions with a person other than an Affiliate of the MLP, (b)
transactions among the MLP, the Issuer and the Restricted Subsidiaries (other than the GP LLCs),
(c) transactions described in the Memorandum, and (d) transactions the value of which are de
minimis in relation to the assets, liabilities or revenues of the MLP, the Issuer or the applicable
Restricted Subsidiary engaging in such transaction.


10.9 Burdensome Agreements.




          Directly or indirectly, enter into or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition on (a) the ability of the MLP, the Issuer or any
Subsidiary Guarantor to create or permit to exist any Lien on any of its property or (b) the
ability
of the Issuer or any Restricted Subsidiary to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances to the MLP, the
Issuer or any Restricted Subsidiary or to guaranty Indebtedness of the MLP, the Issuer or any
Restricted Subsidiary or to otherwise transfer assets to or invest in the MLP, the Issuer or any
Restricted Subsidiary (any such prohibition, restriction or imposition of condition of the type
described in the forgoing clauses (a) or (b) is herein called a “Burdensome Restriction”);
provided, that:



 









 






(1) clauses (a) and (b) of this Section shall not apply to restrictions and conditions
imposed by law or by this Agreement;




(2) clauses (a) and (b) of this Section shall not apply to restrictions and conditions
existing on the date of this Agreement and identified on Schedule 10.9 or any
extension, refinancing or renewal thereof on market terms and conditions, provided that the
terms of any Burdensome Restriction contained in such extension, refinancing or renewal is
no more restrictive than the Burdensome Restrictions being extended, refinanced or renewed;




(3) clauses (a) and (b) of this Section shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Restricted Subsidiary pending
such sale, provided that such restrictions and conditions apply only to the Restricted
Subsidiary that is to be sold and such sale is permitted hereunder;




(4) clause (a) of this Section shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement if such restrictions
or conditions apply only to the property securing such Indebtedness;




(5) clause (a) of this Section shall not apply to customary provisions in leases and other
contracts entered into in the ordinary course of business restricting the assignment
thereof;




(6) clauses (a) and (b) of this Section shall not apply to Indebtedness issued by the Issuer
or a Restricted Subsidiary that is otherwise permitted hereunder on market-clearing terms,
provided that the Burdensome Restrictions so imposed are not any more restrictive than those
applicable to the MLP pursuant to this Agreement; and




(7) the foregoing clause (a) of this Section shall not apply to the receivables
and related assets owned by a Restricted Subsidiary whose only activities are to purchase
receivables from the MLP or a Restricted Subsidiary and resell such receivables, in each
case pursuant to an Alternate Program.


10.10 Amendment to Organization Documents.




          Amend any of its Organization Documents in any manner that could reasonably be expected to
adversely and materially affect the rights of the holders of the Notes or their ability to enforce
any provisions of this Agreement or that could reasonably be expected to have a Material Adverse
Effect.


10.11 Use of Proceeds.




          Use the proceeds of the Notes, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U
of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or
to refund indebtedness originally incurred for such purpose.



 









 




10.12 Leverage Ratio.




          (a) Permit the Leverage Ratio of the MLP or the Leverage Ratio of the Issuer to exceed 5.50 to
1.00 as of September 30, 2008 or as of any Quarter-End Date thereafter;



          (b) Permit the Leverage Ratio of WIC (so long as it is a “Borrower” under the Credit
Agreement) or any Restricted Subsidiary that becomes an “Additional Borrower” under the Credit
Agreement to exceed 5.00 to 1.00 as of September 30, 2008 or as of any Quarter-End Date thereafter.


10.13 Interest Charges Coverage Ratio.




          Permit the Interest Charges Coverage Ratio of the MLP or the Interest Charges Coverage Ratio
of the Issuer to be less than 1.50 to 1.00 as of any Quarter-End Date occurring on or after
December 31, 2008.


10.14 Unrestricted Subsidiaries.




          (a) Permit any Regulated Unrestricted Subsidiary to incur Indebtedness if at the time of
incurring such Indebtedness and after giving effect thereto, the Leverage Ratio of such Regulated
Unrestricted Subsidiary, determined on a pro forma basis as of the most recent Quarter-End Date for
which financial statements have been delivered pursuant to Section 7.1(a) or Section
7.1(b), as applicable, exceeds 5.50 to 1.00.



          (b) Permit any Unrestricted Subsidiary to hold, directly or indirectly, any Equity Interest
in, or any Indebtedness of, the MLP, the Issuer, any Restricted Subsidiary, CIG or SNG.



          (c) Permit the MLP, the Issuer or any Restricted Subsidiary to, guarantee or otherwise become
liable in respect of any Indebtedness or other obligations of, grant any Lien on any of its
property to secure any Indebtedness or other obligation of, or provide any other form of credit
support to, any Unrestricted Subsidiary, unless in each case these are Non-Recourse.



          (d) Permit any Unrestricted Subsidiary to engage directly or indirectly in any business or
conduct any operations except as permitted under Section 10.7.



          (e) The Issuer may designate one or more Restricted Subsidiaries of the Issuer as Unrestricted
Subsidiaries, provided that (i) all Investments made in such Subsidiary at the time of such
designation (treating such Investments as having been made on the date of such designation) shall
be permitted under Section 10.2, (ii) after giving effect to such designation, the MLP, the
Issuer and any Restricted Subsidiary that owns Equity Interests in such Subsidiary are
in compliance with the provisions of Section 10, including Section 10.1, and
are in pro forma compliance with Section 10.3, Section 10.12, and Section
10.13, (iii) no Default or Event of Default shall exist or result from such designation, and
(iv) the MLP has provided to the holders of the Notes a Responsible Officer’s certificate to the
effect that each of the foregoing conditions have been satisfied.



          (f) The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary,
provided that such designation may be made only if at the time of such designation and after giving
effect thereto, (i) if such Unrestricted Subsidiary has outstanding Indebtedness,



 









 







it would be
permitted to incur such Indebtedness pursuant to Section 10.3 on the date of designation,
(ii) after giving effect to such designation, the MLP and the Issuer shall be in pro forma
compliance with Section 10.12 and Section 10.13, (iii) the representations and
warranties herein that are applicable to Restricted Subsidiaries shall be true and correct with
respect to such Subsidiary, (iv) no Default or Event of Default shall exist or result from such
designation, and (v) the MLP has provided to the holders of the Notes a Responsible Officer’s
certificate to the effect that each of the foregoing conditions have been satisfied.


10.15 Swap Contracts.




          Enter into or permit to exist any obligations under Swap Contracts other than Swap Contracts
entered into by such Person in the ordinary course of business for the purpose of mitigating risks
associated with liabilities, commitments, investments, assets or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such Person, and not
for purposes of speculation or taking a “market view.”


10.16 Terrorism Sanctions Regulations.




          (a) Become a Person described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order;
or



          (b) Knowingly engage in any dealings or transactions with any such Person.


11. EVENTS OF DEFAULT.




          An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:




     (a) the Issuer defaults in the payment of (i) any principal when the same becomes due
and payable, whether at maturity or at a date fixed for prepayment or by declaration or
otherwise or (ii) any interest or Make-Whole Amount or LIBOR Breakage Amount, if any, on any
Note for more than five (5) Business Days after the same becomes due and payable; or




     (b) the Issuer or the MLP defaults in the performance of or compliance with any term
contained in Section 7.1(d), Section 9.5 (with respect to the Issuer, the
MLP or any Subsidiary Guarantor), Section 9.8 or Sections 10.1 through
10.16; or




     (c) the Issuer or the MLP fails to perform any other covenant or agreement contained
herein (other than those referred to in paragraphs (a) or (b) of this Section 11)
and such failure continues for thirty (30) days; or




     (d) any representation or warranty made in writing by or on behalf of the Issuer, the
MLP or any Subsidiary Guarantor or by any officer thereof or of any Subsidiary Guarantor in
this Agreement or the Subsidiary Guaranty or in any writing furnished in connection with the
transactions contemplated hereby proves to have been false or incorrect in any material
respect on the date as of which made; or



 









 






     (e) the General Partner, the MLP, the Issuer or any Restricted Subsidiary:




     (i) fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, required repurchase or redemption or otherwise) in
respect of any Indebtedness or Guaranty (other than Indebtedness hereunder) having
an aggregate outstanding principal amount of more than $50,000,000, or




     (ii) fails to observe or perform any other agreement or condition relating to
any such Indebtedness or Guaranty or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event (other than an exercise
of voluntary prepayment or voluntary purchase option or analogous right or any
issuance or Disposition of Equity Interests or other assets, or an incurrence or
issuance of Indebtedness or other obligations, giving rise to a repayment or
prepayment obligation in respect of such Indebtedness if such repayment or
prepayment is paid when due) occurs, the effect of which default or other event is
to cause, or to permit the holder or holders of such Indebtedness or the beneficiary
or beneficiaries of such Guaranty (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if
required, such Indebtedness to be demanded or to become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), prior to its stated
maturity, or such Guaranty to become payable or cash collateral in respect thereof
to be demanded, or




     (iii) fails to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, required repurchase or redemption or
otherwise) in respect of Recourse Equity Contribution Obligations having an
aggregate outstanding principal amount of more than $50,000,000; or




     (f) the MLP, the Issuer, the General Partner, or any Restricted Subsidiary (if such
Restricted Subsidiary has total assets in excess of $50,000,000) (any of the foregoing, a
“Material Related Party”) shall (i) generally not pay its debts as such debts become
due; or (ii) admit in writing its inability to pay its debts generally; or (iii) make a
general assignment for the benefit of creditors; or (A) any proceeding shall be instituted
or consented to by any Material Related Party seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, or other similar official for it
or for any substantial part of its property; or (B) any such proceeding shall have been
instituted against any Material Related Party and either such proceeding shall not be stayed
or dismissed for 60 consecutive days or any of the actions referred to above sought in such
proceeding (including the entry of an order for relief against it or the appointment of a
receiver, trustee, custodian or other similar official for it or any substantial part of its
property) shall occur; or (C) any Material Related Party shall take any corporate action to
authorize any of the actions set forth above in this paragraph (f); or



 









 






     (g) a final judgment or judgments for the payment of money aggregating more than
$50,000,000 (net of insurance coverage which is reasonably expected to be paid by the
insurer and as to which the insurer has not denied coverage) are rendered against one or
more of the MLP, the Issuer and any Restricted Subsidiary, which judgments are not, within
45 days after entry thereof, bonded, discharged or stayed pending appeal, or are not
discharged within 45 days after the expiration of such stay; or




     (h) (1) any Termination Event with respect to a Plan shall have occurred and, 30 days
after notice thereof shall have been given to the MLP by a holder, such Termination Event
shall still exist; or (2) the MLP or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such
Multiemployer Plan; or (3) the MLP or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization, or is
insolvent or is being terminated, within the meaning of Title IV of ERISA; or (4) any Person
shall engage in a “prohibited transaction” (as defined in Section 406 of ERISA or Section
4975 of the Code) involving any Plan; and in each case in clauses (1) through (4) above,
such event or condition, together with all other such events or conditions, if any, would
result in an aggregate liability of the MLP or any ERISA Affiliate that would have a
Material Adverse Effect; or




     (i) the aggregate “amount of unfunded benefit liabilities” (within the meaning of
Section 4001(a)(18) of ERISA) under all Plans determined in accordance with Title IV of
ERISA shall give rise to a Material Adverse Effect; or




     (j) any Subsidiary Guaranty ceases to be in full force and effect (except as provided
in Section 1.3(c)) for any reason, including by reason of (i) its being declared to
be null and void in whole or in material part by a court or other Governmental Authority
having jurisdiction or (ii) the validity or enforceability thereof being contested by the
Issuer or any Subsidiary Guarantor or any of them renouncing any of the same or denying that
it has any or further liability thereunder; or




     (k) the Parent Guaranty ceases to be in full force and effect (except as provided in
Section 1.3(c)) for any reason, including by reason of (i) its being declared to be
null and void in whole or in material part by a court or other Governmental Authority having
jurisdiction or (ii) the validity or enforceability thereof being contested by the Issuer or
the MLP or any of them renouncing any of the same or denying that it has any
or further liability thereunder.


12. REMEDIES ON DEFAULT, ETC.



12.1 Acceleration.





     (a) If an Event of Default described in paragraph (f) of Section 11 (other than
an Event of Default described in clause (i) of paragraph (f) or described in clause (iii)(C)
of paragraph (f) by virtue of the fact that such paragraph encompasses clause (i) of
paragraph (f)) has occurred, all the Notes then outstanding shall automatically become
immediately due and payable.



 









 






     (b) If any other Event of Default has occurred and is continuing, holders of more than
50% in principal amount of the Notes at the time outstanding may at any time at its or their
option, by notice or notices to the Issuer, declare all the Notes then outstanding to be
immediately due and payable.




     (c) If any Event of Default described in paragraph (a) of Section 11 has
occurred and is continuing, the holder or holders of not less than $50,000,000 in principal
amount of the Notes at the time outstanding affected by such Event of Default may at any
time, at its or their option, by notice or notices to the Issuer, declare all the Notes held
by it or them to be immediately due and payable.



          Upon any Notes becoming due and payable under this Section 12.1, whether automatically
or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such
Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest
accrued thereon at the Default Rate) and (y) any applicable Make-Whole Amount, prepayment premium
or LIBOR Breakage Amount, as the case may be, determined in respect of such principal amount (to
the full extent permitted by applicable law), shall all be immediately due and payable, in each and
every case without presentment, demand, protest or further notice, all of which are hereby waived.
The Issuer acknowledges, and the parties hereto agree, that each holder of a Note has the right to
maintain its investment in the Notes free from repayment by the Issuer (except as herein
specifically provided for) and that the provision for payment of a Make-Whole Amount, prepayment
premium or LIBOR Breakage Amount, as the case may be, by the Issuer in the event that the Notes are
prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation
for the deprivation of such right under such circumstances.


12.2 Other Remedies.




          If any Default or Event of Default has occurred and is continuing, and irrespective of whether
any Notes have become or have been declared immediately due and payable under Section 12.1,
the holder of any Note at the time outstanding may proceed to protect and enforce the rights of
such holder by an action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for an injunction against
a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.


12.3 Rescission.




          At any time after any Notes have been declared due and payable pursuant to paragraph (b) or
(c) of Section 12.1, the holders of more than 50% in principal amount of the Notes then
outstanding, by written notice to the Issuer, may rescind and annul any such declaration and its
consequences if (a) the Issuer has paid all overdue interest on the Notes, all principal of and any
Make-Whole Amount, prepayment premium or LIBOR Breakage Amount, as the case may be, on any Notes
that are due and payable and are unpaid other than by reason of such declaration, and all interest
on such overdue principal and any Make-Whole Amount, prepayment premium or LIBOR Breakage Amount,
as the case may be, and (to the extent permitted by applicable law) any overdue interest in respect
of the Notes, at the Default Rate, (b) neither the Issuer nor any other Person shall have paid any
amounts which have become due



 









 







solely by reason of such declaration, (c) all Events of Default and
Defaults, other than non-payment of amounts that have become due solely by reason of such
declaration, have been cured or have been waived pursuant to Section 17, and (d) no
judgment or decree has been entered for the payment of any monies due pursuant hereto or to the
Notes. No rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.


12.4 No Waivers or Election of Remedies, Expenses, etc.




          No course of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s
rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note
or the Subsidiary Guaranty or the Parent Guaranty upon any holder thereof shall be exclusive of any
other right, power or remedy referred to herein or therein or now or hereafter available at law, in
equity, by statute or otherwise. Without limiting the obligations of the Issuer under Section
15, the Issuer will pay to the holder of each Note on demand such further amount as shall be
sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection
under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses
and disbursements.


13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.



13.1 Registration of Notes.




          The Issuer shall keep at its principal executive office a register for the registration and
registration of transfers of Notes. The name and address of each holder of one or more Notes, each
transfer thereof and the name and address of each transferee of one or more Notes shall be
registered in such register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof
for all purposes hereof, and the Issuer shall not be affected by any notice or knowledge to the
contrary. The Issuer shall give to any holder of a Note that is an Institutional Investor,
promptly upon request therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.


13.2 Transfer and Exchange of Notes.




          Upon surrender of any Note at the principal executive office of the Issuer for
registration of transfer or exchange (and in the case of a surrender for registration of
transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the
registered holder of such Note or his attorney duly authorized in writing and accompanied by the
address for notices of each transferee of such Note or part thereof), the Issuer shall execute and
deliver within ten (10) days, at the Issuer’s expense (except as provided below), one or more new
Notes (as requested by the holder thereof) of the same series in exchange therefor, in an aggregate
principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note
shall be payable to such Person as such holder may request and shall be substantially in the form
of Note specified for the Notes of such series, if any. Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the surrendered Note or



 









 







dated the
date of the surrendered Note if no interest shall have been paid thereon. The Issuer may require
payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any
such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000,
provided that if necessary to enable the registration of transfer by a holder of its entire holding
of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its
acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have
made the representation set forth in Section 6.2.


13.3 Replacement of Notes.




          Upon receipt by the Issuer of evidence reasonably satisfactory to it of the ownership of and
the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an
Institutional Investor, notice from such Institutional Investor of such ownership and such loss,
theft, destruction or mutilation), and




     (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser
or another Institutional Investor holder of a Note with a minimum net worth of at least
US$50,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be
satisfactory), or




     (b) in the case of mutilation, upon surrender and cancellation thereof,


the Issuer at its own expense shall execute and deliver within ten (10) days, in lieu thereof, a
new Note of the same series, dated and bearing interest from the date to which interest shall have
been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen,
destroyed or mutilated Note if no interest shall have been paid thereon.



14. PAYMENTS ON NOTES.



14.1 Place of Payment.




          Subject to Section 14.2, payments of principal, Make-Whole Amount, prepayment premium
or LIBOR Breakage Amount, if any, and interest becoming due and payable on the Notes shall be made
in New York, New York at the principal office of Bank of America, N.A. in such jurisdiction. The
Issuer may at any time, by notice to each holder of a Note, change the place of payment of the
Notes so long as such place of payment shall be either
the principal office of the Issuer in such jurisdiction or the principal office of a bank or
trust company in such jurisdiction.


14.2 Home Office Payment.




          So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding
anything contained in Section 14.1 or in such Note to the contrary, the Issuer will pay all
sums becoming due on such Note for principal, Make-Whole Amount, prepayment premium or LIBOR
Breakage Amount, if any, and interest by the method and at the address specified for such purpose
below such Purchaser’s name in Schedule A, or by such other method or at such other address
as such Purchaser shall have from time to time specified to the Issuer in



 









 







writing for such purpose,
without the presentation or surrender of such Note or the making of any notation thereon, except
that upon written request of the Issuer made concurrently with or reasonably promptly after payment
or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation,
reasonably promptly after any such request, to the Issuer at the principal executive office or
other place of payment most recently designated by the Issuer pursuant to Section 14.1.
Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such
Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and
the last date to which interest has been paid thereon or surrender such Note to the Issuer in
exchange for a new Note or Notes pursuant to Section 13.2. The Issuer will afford the
benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect
transferee of any Note purchased by a Purchaser under this Agreement and that has made the same
agreement relating to such Note as the Purchasers have made in this Section 14.2.


15. EXPENSES, ETC.



15.1 Transaction Expenses.




          Whether or not the transactions contemplated hereby are consummated, the Issuer will pay (a)
all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel for
the Purchasers and, if reasonably required, local or other counsel) incurred by the Purchaser and
each other holder of a Note in connection with such transactions and in connection with any
amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not
such amendment, waiver or consent becomes effective), (b) all reasonable costs and expenses
incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights
under this Agreement or the Notes, or in responding to any subpoena or other legal process or
informal investigative demand issued in connection with this Agreement or the Notes, or by reason
of being a holder of any Note, (c) all reasonable costs and expenses, including financial advisors’
fees, incurred in connection with the insolvency or bankruptcy of the Issuer or any Subsidiary
thereof or in connection with any work-out or restructuring of the transactions contemplated hereby
and by the Notes, and (d) all reasonable costs and expenses incurred in connection with the initial
filing of this Agreement and all related documents and financial information, and all subsequent
annual and interim filings of documents and financial information related to this Agreement, with
the Securities Valuation Office of the National Association of Insurance Commissioners or any
successor organization succeeding to the authority thereof. The Issuer will pay and will save each
Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs
or expenses if any, of brokers and
finders (other than those, if any, retained by any Purchaser or other holder in connection
with its purchase of the Notes).


15.2 Survival.




          The obligations of the Issuer under this Section 15 will survive the payment or
transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or
the Notes, and the termination of this Agreement.



 









 




16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.




          All representations and warranties contained herein shall survive the execution and delivery
of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion
thereof or interest therein and the payment of any Note through the payment or prepayment in full
thereof, and may be relied upon by any subsequent holder of a Note, regardless of any investigation
made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements
contained in any certificate or other instrument delivered by or on behalf of the Issuer pursuant
to this Agreement shall be deemed representations and warranties of the Issuer under this
Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire
agreement and understanding between each Purchaser and the Issuer and supersede all prior
agreements and understandings relating to the subject matter hereof.


17. AMENDMENT AND WAIVER.



17.1 Requirements.




          This Agreement, the Notes, the Subsidiary Guaranty and the Parent Guaranty may be amended, and
the observance of any term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Issuer (and the Subsidiary
Guarantors, in the case of the Subsidiary Guaranty, and the MLP, in the case of the Parent
Guaranty) and the Required Holders, except that (a) no amendment or waiver of any of the provisions
of Section 1, 2, 3, 4, 5, 6 or 21 hereof,
or any defined term (as it is used therein), will be effective as to any Purchaser unless consented
to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written
consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the
provisions of Section 12 relating to acceleration or rescission, change the amount or time
of any prepayment or payment of principal of, or reduce the rate or change the time of payment or
method of computation of interest or of the Make-Whole Amount or the LIBOR Breakage Amount on, the
Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are
required to consent to any such amendment or waiver, or (iii) amend any of Sections 8,
11(a), 12, 17 or 20.


17.2 Solicitation of Holders of Notes.





     (a) Solicitation. The Issuer will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient information,
sufficiently far in advance of the date a decision is required, to enable such holder to
make an informed and
considered decision with respect to any proposed amendment, waiver or consent in
respect of any of the provisions hereof or of the Notes. The Issuer will deliver executed
or true and correct copies of each amendment, waiver or consent effected pursuant to the
provisions of this Section 17 to each holder of outstanding Notes promptly following
the date on which it is executed and delivered by, or receives the consent or approval of,
the requisite holders of Notes.



     (b)
Payment. The Issuer will not directly or indirectly pay or cause to be
paid any remuneration, whether by way of supplemental or additional interest, fee or
otherwise, or grant any security or provide other credit support, to any holder of a Note as
consideration for or as an inducement to the entering into by any
holder of a Note of any


 









 







waiver or amendment of any of the terms and provisions hereof unless such remuneration is
concurrently paid, or security is concurrently granted or other credit support concurrently
provided, on the same terms, ratably to each holder of a Note then outstanding even if such
holder did not consent to such waiver or amendment.


     (c)
Consent in Contemplation of Transfer. Any consent made pursuant to this
Section 17 by a holder of Notes that has transferred or agreed to transfer its Notes to the
Issuer or any Affiliate and has provided or agreed to provide such written consent as a
condition to such transfer shall be void and of no force or effect except solely as to such
holder, and any amendments effected or waivers granted or to be effected or granted that
would not have been or would not be so effected or granted but for such consent (and the
consents of all other holders of Notes that were acquired under the same or similar
conditions) shall be void and of no force or effect except solely as to such holder.


17.3 Binding Effect, etc.




          Any amendment or waiver consented to as provided in this Section 17 applies equally to
all holders of Notes and is binding upon them and upon each future holder of any Note and upon the
Issuer and the MLP without regard to whether such Note has been marked to indicate such amendment
or waiver. No such amendment or waiver will extend to or affect any obligation, covenant,
agreement, Default or Event of Default not expressly amended or waived or impair any right
consequent thereon. No course of dealing between the Issuer or the MLP and the holder of any Note
or any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any
rights of any holder of such Note. As used herein, the term “Agreement” and references thereto
shall mean this Note Purchase Agreement, dated as of September 30, 2008, as it may from time to
time be amended or supplemented.


17.4 Notes held by Issuer, etc.




          Solely for the purpose of determining whether the holders of the requisite percentage of the
aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver
or consent to be given under this Agreement or the Notes, or have directed the taking of any action
provided herein or in the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by the Issuer or any of its Affiliates shall be deemed not to be outstanding.


18. NOTICES.




          All notices and communications provided for hereunder shall be in writing and sent (a) by
facsimile if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid) or (b) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:




     (i) if to any Purchaser or its nominee, to such Purchaser or nominee at the
address specified for such communications in Schedule A, or at such other
address as such Purchaser or nominee shall have specified to the Issuer in writing,



 









 






     (ii) if to any other holder of any Note, to such holder at such address as such
other holder shall have specified to the Issuer in writing, or




     (iii) if to the Issuer or the MLP, at the address set forth at the beginning
hereof to the attention of the treasurer, or at such other address as the Issuer
shall have specified to the holder of each Note in writing.


Notices under this Section 18 will be deemed given only when actually received.



19. REPRODUCTION OF DOCUMENTS.




          This Agreement and all documents relating thereto, including (a) consents, waivers and
modifications that may hereafter be executed, (b) documents received by any Purchaser at the
Closing (except the Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser
by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar
process and such Purchaser may destroy any original document so reproduced. Each of the Issuer and
the MLP agrees and stipulates that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and whether or not such
reproduction was made by such Purchaser in the regular course of business) and any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
This Section 19 shall not prohibit the Issuer, the MLP or any holder of a Note from
contesting any such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.


20. CONFIDENTIAL INFORMATION.




          For the purposes of this Section 20, “Confidential Information” means information
delivered to any Purchaser by or on behalf of the Issuer and the MLP and its Subsidiaries in
connection with the transactions contemplated by or otherwise pursuant to this Agreement that is
proprietary in nature and that was clearly marked or labeled or otherwise adequately identified
when received by such Purchaser as being confidential information of the Issuer, the MLP or such
Subsidiary, provided that such term does not include information that (a) was publicly known or
otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by such Purchaser or any person acting on such
Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other
than through disclosure by the Issuer, the MLP or such Subsidiary or (d) constitutes financial
statements delivered to such Purchaser under Section 7.1 that are otherwise publicly
available. Each Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by such Purchaser in good faith to protect confidential
information of third parties delivered to such Purchaser, provided that such Purchaser may deliver
or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents,
attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of
the investment represented by its Notes), (ii) its financial advisors and other professional
advisors who agree to hold confidential the Confidential Information substantially in accordance
with the terms of this Section 20, (iii) any other holder of any Note,



 









 







(iv) any
Institutional Investor to which it sells or offer to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 20), (v) any Person
from which it offers to purchase any security of the Issuer or the MLP (if such Person has agreed
in writing prior to its receipt of such Confidential Information to be bound by the provisions of
this Section 20), (vi) any federal or state regulatory authority having jurisdiction over
such Purchaser, (vii) the National Association of Insurance Commissioners or any similar
organization, or any Rating Agency that requires access to information about its investment
portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or
appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such
Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any
litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is
continuing, to the extent it has may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights and remedies under
such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note,
will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section
20 as though it were a party to this Agreement. On reasonable request by the Issuer in
connection with the delivery to any holder of a Note of information required to be delivered to
such holder under this Agreement or requested by such holder (other than a holder that is a party
to this Agreement or its nominee), such holder will enter into an agreement with the Issuer and the
MLP embodying the provisions of this Section 20.


21. SUBSTITUTION OF PURCHASER.




          Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser
of the Notes that it has agreed to purchase hereunder, by written notice to the Issuer, which
notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s
agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the
accuracy with respect to it of the representations set forth in Section 6. Upon receipt of
such notice, any reference to such Purchaser in this Agreement (other than in this Section
21) shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the
event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter
transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by
the Issuer of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this
Agreement (other than in this Section 21) shall no longer be deemed to refer to such
Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have
all the rights of an original holder of the Notes under this Agreement.


22. MISCELLANEOUS.



22.1 Successors and Assigns.




          All covenants and other agreements contained in this Agreement by or on behalf of any of the
parties hereto bind and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or not.



 









 




22.2 Jurisdiction and Process; Waiver of Jury Trial.





     (a) Each of the Issuer and the MLP irrevocably submits to the non-exclusive
jurisdiction of any New York or federal court sitting in New York City, Borough of
Manhattan, over any suit, action or proceeding arising out of or relating solely to this
Agreement or the Notes. To the fullest extent permitted by applicable law, each of the
Issuer and the MLP irrevocably waives and agrees not to assert, by way of motion, as a
defense or otherwise, any claim that it is not subject to the jurisdiction of any such
court, any objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding brought in any such court and any claim that any such suit,
action or proceeding brought in any such court has been brought in an inconvenient forum.




     (b) Each of the Issuer and the MLP agrees, to the fullest extent permitted by
applicable law, that a final judgment in any suit, action or proceeding of the nature
referred to in Section 22.2(a) brought in any such court shall be conclusive and
binding upon it subject to rights of appeal, as the case may be, and may be enforced in the
courts of the United States of America or the State of New York (or any other courts to the
jurisdiction of which it or any of its assets is or may be subject) by a suit upon such
judgment.




     (c) Each of the Issuer and the MLP consents to process being served in any suit, action
or proceeding solely of the nature referred to in Section 22.2(a) by mailing a copy
thereof by registered or certified or priority mail, postage prepaid, return receipt
requested, or delivering a copy thereof in the manner for delivery of notices specified in
Section 18, to it. Each of the Issuer and the MLP agrees that such service upon
receipt (i) shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding and (ii) shall, to the fullest extent permitted by
applicable law, be taken and held to be valid personal service upon and personal delivery to
it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery
receipt furnished by the United States Postal Service or any reputable commercial delivery
service.




     (d) Nothing in this Section 22.2 shall affect the right of any holder of a Note
to serve process in any manner permitted by law, or limit any right that the holders of any
of the Notes may have to bring proceedings against the Issuer or the MLP in the courts of
any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one
jurisdiction in any other jurisdiction.




     (e) THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO
THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR
THEREWITH.


22.3 Payments Due on Non-Business Days.




          Anything in this Agreement or the Notes to the contrary notwithstanding (but



 









 







without limiting
the requirement in Section 8.5 that any optional prepayment specify a Business Day as the
date fixed for such prepayment), any payment of principal of or Make-Whole Amount or LIBOR Breakage
Amount or interest on any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in the computation of
the interest payable on such next succeeding Business Day; provided that if the maturity date of
any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall
be made on the next succeeding Business Day and shall include the additional days elapsed in the
computation of interest payable on such next succeeding Business Day.


22.4 Severability.




          Any provision of this Agreement that 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, and any such prohibition or unenforceability
in any jurisdiction shall (to the full extent permitted by law) not invalidate or render
unenforceable such provision in any other jurisdiction.


22.5 Construction.




          Each covenant contained herein shall be construed (absent express provision to the contrary)
as being independent of each other covenant contained herein, so that compliance with any one
covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with
any other covenant. Where any provision herein refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.


22.6 Counterparts.




          This Agreement may be executed in any number of counterparts, each of which shall be an
original but all of which together shall constitute one instrument. Each counterpart may consist
of a number of copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.


22.7 Governing Law.




          This Agreement shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York, excluding choice-of-law principles
of the law of such State that would require the application of the laws of a jurisdiction other
than such State.


22.8 GAAP.




          (a) Generally. All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to time,



 









 







applied in a
manner consistent with that used in preparing the audited financial statements, except as otherwise
specifically prescribed herein.



          (b) Changes in GAAP. Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in effect from time
to time; provided that, if the MLP notifies the holders that the MLP requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or
in the application thereof on the operation of or calculation of compliance with such provision (or
if the Required Holders notify the MLP that the Required Holders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is given before or after
such change in GAAP or in the application thereof, then such provision shall be interpreted on the
basis of GAAP as in effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in accordance herewith.



[Signature page follows.]





 











 





     If you are in agreement with the foregoing, please sign the form of agreement on the
accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing
shall become a binding agreement among you, the Issuer and the MLP.



	 	 	 	 	 
	 	Very truly yours,



ISSUER:





EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

 	 
	 	By:  	/s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	MLP:



EL PASO PIPELINE PARTNERS, L.P.

 	 
	 	By:  	El Paso Pipeline GP Company L.L.C., its
 	 
	 	 	general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/ John J. Hopper
 	 
	 	 	Name:  	John J. Hopper 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



Signature Page to El Paso Note Purchase Agreement







 









 








This Agreement is accepted and

agreed to as of the date hereof.




PRINCIPAL LIFE INSURANCE COMPANY




	 	 	 	 	 
	 	 
	By:  	



Principal Global Investors, LLC
 	 
	 	a Delaware limited liability company, 	 
	 	its authorized signatory 	 
	 
	 	 
	 	By:  	                /s/ Alan P. Kress
 	 	 
	 	 	Its:                     Alan P. Kress, Counsel 
	 	 	 
	 
	 	 	 
	 	By:  	                /s/ Colin Pennycooke
 	 	 
	 	 	Its:                     Colin Pennycooke, Counsel 
	 	 	 	 
	 



Signature Page to El Paso Note Purchase Agreement







 









 








THRIVENT FINANCIAL FOR LUTHERANS




	 	 	 	 	 
	 	 	 
	 	      By:  	       /s/ Alan D. Onstad
 	 	 
	 	 	Name: Alan D. Onstad  	 	 
	 	 	Title: Senior Director  	 	 
	 



Signature Page to El Paso Note Purchase Agreement







 









 








TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA




	 	 	 	 	 
	 	 	 
	      By:  	       /s/ Ho Young Lee
 	 
	 	 	Name: Ho Young Lee  	 	 
	 	 	Title: Director  	 	 
	 



Signature Page to El Paso Note Purchase Agreement






 









 








THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA




	 	 	 	 	 
	 	 
	By:  	/s/ Brian N. Thomas
 	 
	 	Brian N. Thomas, Vice President 	 
	 	 	 
	 



PRUCO LIFE INSURANCE COMPANY OF
NEW JERSEY




	 	 	 	 	 
	 	 
	By:  	/s/ Brian N. Thomas
 	 
	 	Brian N. Thomas, Vice President 	 
	 	 	 
	 



AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION




	 	 	 	 	 
	 	 	 
	By:  	               Prudential Investment Management, Inc.,
 	 
	 	as investment manager 	 
	 	 	 
	 
	 	 	 
	 	By:  	                        /s/ Brian N. Thomas
 	 	 
	 	 	Brian N. Thomas, Vice President 	 
	 	 	 	 
	 



Signature Page to El Paso Note Purchase Agreement







 









 








CONNECTICUT GENERAL LIFE INSURANCE COMPANY



By: CIGNA Investments, Inc., as authorized agent




	 	 	 	 	 
	 	 
	      By:  	       /s/ Lori E. Hopkins
 	 
	 	Name:  	Lori E. Hopkins 	 
	 	Title:  	Managing Director 	 
	 



LIFE INSURANCE COMPANY OF NORTH AMERICA



By: CIGNA Investments, Inc., as authorized agent




	 	 	 	 	 
	 	 
	      By:  	       /s/ Lori E. Hopkins
 	 
	 	Name:  	Lori E. Hopkins 	 
	 	Title:  	Managing Director 	 
	 



Signature Page to El Paso Note Purchase Agreement






 









 








COBANK, ACB




	 	 	 	 	 
	 	 
	      By:  	       /s/ Brett A. Challenger
 	 
	 	Name:  	Brett A. Challenger 	 
	 	Title:  	Vice President 	 
	 



Signature Page to El Paso Note Purchase Agreement







 









 








UNITED OF OMAHA LIFE INSURANCE COMPANY




	 	 	 	 	 
	 	 
	By:  	/s/ Curtis R. Caldwell
 	 
	 	Name:  	Curtis R. Caldwell 	 
	 	Title:  	Senior Vice President 	 
	 



MUTUAL OF OMAHA INSURANCE COMPANY




	 	 	 	 	 
	 	 
	By:  	/s/ Curtis R. Caldwell
 	 
	 	Name:  	Curtis R. Caldwell 	 
	 	Title:  	Senior Vice President 	 
	 



Signature Page to El Paso Note Purchase Agreement





 











 





SCHEDULE A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




PRINCIPAL LIFE INSURANCE COMPANY

711 High Street

Des Moines, Iowa 50392-0301




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Series 2008-A	 	Series 2008-B	 	 	Series 2008-C	 	 	Series 2008-D	 
	$12,900,000.00
	 	 	 	 	 	 	 	 	 	 	 	 
	$2,000,000.00
	 	$	0	 	 	$	0	 	 	$	0	 
	$100,000.00
	 	 	 	 	 	 	 	 	 	 	 	 







	(1)	 	All payments on account of Notes held by such purchaser shall be
made by wire transfer of immediately available funds for credit
to:
	 
	 	 	Account Name: Principal Life Insurance Company

Account No.: 0000014752
	 
	 	 	Wells Fargo Bank, N.A.

San Francisco, CA

ABA No.: 121000248
	 
	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “7.76% Senior Notes, Series 2008 — A, due 2011, PPN
28370T A*0” and the due date and application (as among principal,
interest, and Make-Whole Amount, prepayment premium or LIBOR
Breakage Amount, as applicable) of the payment being made.






	(2)	 	Address for all notices relating to payments:
	 
	 	 	Principal Global Investors, LLC

711 High Street, G-26

Des Moines, IA 50392-0800

Attention: Fixed Income Private Placements

Telephone: (515) 248-3495




Schedule A









 












	(3)	 	Address for all other communications and notices:
	 
	 	 	Principal Global Investors, LLC

711 High Street

Des Moines, Iowa 50392-0960

Attention: Investment Accounting Fixed Income Securities

Telephone: (515) 248-3495






	(4)	 	Address for Delivery of Notes:
	 
	 	 	Send physical security by nationwide overnight delivery service to:
	 
	 	 	Principal Global Investors, LLC

711 High Street, G-34

Des Moines, Iowa 50392-0301

	 
	 	 	Attention: Sally D. Sorensen
	 
	(5)	 	Tax Identification No.: 42-0127290




Schedule A









 











SCHEDULE A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




THRIVENT FINANCIAL FOR LUTHERANS through its nominee SWANBIRD & CO.

625 Fourth Avenue South

Minneapolis, MN 55415




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 
	Series 2008-A	 	Series 2008-B	 	Series 2008-C	 	Series 2008-D
	 
	 	 	 	$5,000,000.00	 	 
	$0
	 	$0	 	$5,000,000.00	 	$0







	(1)	 	All payments on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:
	 
	 	 	Account Name: Thrivent Financial for Lutherans

Account No.: 68130491
	 
	 	 	State Street Bank & Trust Co.

801 Pennsylvania Avenue

Kansas City, MO 64105

ABA No.: 011000028
	 
	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “8.00% Senior Notes, Series 2008 — C, due 2013, PPN
28370T A#6” and the due date and application (as among principal,
interest, and Make-Whole Amount, prepayment premium or LIBOR Breakage
Amount, as applicable) of the payment being made.
	 
	(2)	 	Address for all notices relating to payments:
	 
	 	 	Investment Division-Private Placements

625 Fourth Avenue South

Minneapolis, MN 55415

Attention: Alan Onstad

Fax: (612) 844-4027




Schedule A









 






	 	 	With a copy to:

Thrivent Accounts

State Street Kansas City

801 Pennsylvania

Kansas City, MO 64105

Attention: Bart Woodson

Fax: (816) 691-3610
	 
	(3)	 	Address for all other communications and notices:
	 
	 	 	Thrivent Financial for Lutherans

625 Fourth Avenue South

Minneapolis, MN 55415

Attention: Investment Division-Private Placements

Fax: (612) 844-4027
	 
	(4)	 	Address for Delivery of Notes:
	 
	 	 	Send physical security by nationwide overnight delivery service to:
	 
	 	 	DTC/New York Window

55 Water Street

Plaza Level — 3rd Floor

New York, NY 10041
	 
	 	 	Attention: Robert Mendez

Account: State Street

Fund Name: Thrivent Financial for Lutherans

Fund Number: NCE1

Nominee Name: Swanbird & Co.

Nominee Tax ID Number: 04-3475606
	 
	 	 	With a copy to:

Marlene Nogle

625 Fourth Avenue South

Minneapolis, MN 55415
	 
	(5)	 	Purchaser Tax Identification No.: 39-0123480






Schedule A











 





SCHEDULE A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

730 Third Avenue

New York, New York 10017




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 
	Series 2008-A

	 	Series 2008-B
	 	Series 2008-C
	 	Series 2008-D
	 

	 	 
	 	 
	 	 
	$15,000,000.00

	 	$15,000,000.00
	 	$0
	 	$0







	(1)	 	All payments on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:
	 
	 	 	Account Name: Teachers Insurance and Annuity Association of America

Account No.: 9009000200

	 
	 	 	JPMorgan Chase Bank, N.A.

New York, NY

ABA No.: 021000021
	 
	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “7.76% Senior Notes, Series 2008 — A, due 2011, PPN
28370T A*0” or “7.93% Senior Notes, Series 2008-B, due 2012, PPN
28370T A@8” as applicable, and the due date and application (as among
principal, interest, and Make-Whole Amount, prepayment premium or
LIBOR Breakage Amount, as applicable) of the payment being made.
	 
	(2)	 	Address for all notices relating to payments:



Teachers Insurance and Annuity Association of America       

730 Third Avenue

New York, New York 10017

Attention: Securities Accounting Division            

Phone: (212) 916-4109     





SCHEDULE A




 









 









	 
	 	 	Teachers Insurance and Annuity Association of America       
	 
		 	8500 Andrew Carnegie Blvd

Charlotte, NC 28262

Attention: Fixed Income       

Fax: (704) 988-3586            
	 
	 	 	With a copy to:

JPMorgan Chase Bank, N.A.       

P.O. Box 35308

Newark, New Jersey 07101

	 
	(3)	 	Address for all other communications and notices:
	 
	 	 	Teachers Insurance and Annuity Association of America       

8500 Andrew Carnegie Blvd

Charlotte, NC 28262

Attention: Fixed Income       

Fax: (704) 988-3586            
	 
	(4)	 	Address for Delivery of Notes:
	 
	 	 	Send physical security by nationwide overnight delivery service
to:
	 
	 	 	JPMorgan Chase Bank, N.A.

4 New York Plaza

Ground Floor Window

New York, New York 10004

For TIAA A/C#G07040
	 
	(5)	 	Purchaser Tax Identification No.: 13-1624203





SCHEDULE A






 









 








SCHEDULE A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 
	Series 2008-A

	 	Series 2008-B
	 	Series 2008-C
	 	Series 2008-D
	 

	 	 
	 	 
	 	 
	$0
	 	$0	 	$25,850,000.00	 	$0
	 

	 	 	 	$17,000,000.00
	 	 







	(1)	 	All payments on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:
	 
	 	 	In the case of payments on account of the Note originally issued     in
the principal amount of $25,850,000

Account Name: Prudential Managed Portfolio     

Account No.: P86188
	 
	 	 	JPMorgan Chase Bank, N.A.

New York, NY

ABA No.: 021000021
	 
	 	 	In the case of payments on account of the Note originally issued     

in the principal amount of $17,000,000

Account Name: Privest Plus     

Account No.: P86288
	 
	 	 	JPMorgan Chase Bank, N.A.

New York, NY

ABA No.: 021000021
	 
	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “8.00% Senior Notes, Series 2008 — C, due 2013, Security
No. INV11094 PPN 28370T A#6” as applicable, and the due date and
application (as among principal, interest, and Make-Whole Amount,





SCHEDULE A



 









 










	 	 	prepayment premium or LIBOR Breakage Amount, as applicable) of the
payment being made.
	 
	(2)	 	Address for all notices relating to payments:
	 
	 	 	The Prudential Insurance Company of America

c/o Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, NJ 07102-4077

Attention: Manager, Billings and Collections
	 
	(3)	 	Address for all other communications and notices:
	 
	 	 	The Prudential Insurance Company of America

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Attention: Managing Director
	 
	(4)	 	Address for Delivery of Notes:
	 
	 	 	Send physical security by nationwide overnight delivery service to:



Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201



Attention: William H. Bulmer

Telephone: (214) 720-6204
	 
	(5)	 	Tax Identification No.: 22-1211670





SCHEDULE A







 









 








SCHEDULE A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 
	Series 2008-A

	 	Series 2008-B
	 	Series 2008-C
	 	Series 2008-D
	 

	 	 
	 	 
	 	 
	$0

	 	$0
	 	$6,000,000.00
	 	$0







	(1)	 	All payments on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:
	 
	 	 	Account Name: Pruco Life of New Jersey Private Placement

Account No.: P86202
	 
	 	 	JPMorgan Chase Bank, N.A.

New York, NY

ABA No.: 021000021
	 
	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “8.00% Senior Notes, Series 2008 — C, due 2013, Security
No. INV11094 PPN 28370T A#6” as applicable, and the due date and
application (as among principal, interest, and Make-Whole Amount,
prepayment premium or LIBOR Breakage Amount, as applicable) of the
payment being made.
	 
	(2)	 	Address for all notices relating to payments:
	 
	 	 	Pruco Life Insurance Company of New Jersey

c/o The Prudential Insurance Company of America

c/o Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, NJ 07102-4077

Attention: Manager, Billings and Collections




SCHEDULE A


 









 










	(3)	 	Address for all other communications and notices:
	 
	 	 	Pruco Life Insurance Company of New Jersey

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Attention: Managing Director
	 
	(4)	 	Address for Delivery of Notes:
	 
	 	 	Send physical security by nationwide overnight delivery service to:
	 
	 	 	Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: William H. Bulmer

Telephone: (214) 720-6204
	 
	(5)	 	Tax Identification No: 22-226091






SCHEDULE A




 











 





SCHEDULE A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 
	Series 2008-A	 	Series 2008-B	 	Series 2008-C	 	Series 2008-D
	$0

	 	$0
	 	$1,150,000
	 	$0






	 	 	 	 	 
	 	(1	)	 	All payments on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:

	 	 	 	 	 

	 	 	 	 	Account Name: American Skandia Life — Private Placements

	 	 	 	 	Account No.: P86259

	 	 	 	 	 

	 	 	 	 	JPMorgan Chase Bank, N.A.

	 	 	 	 	New York, NY

	 	 	 	 	ABA No.: 021000021

	 	 	 	 	 

	 	 	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “8.00% Senior Notes, Series 2008 — C, due 2013, Security
No. INV11094 PPN 28370T A#6” as applicable, and the due date and
application (as among principal, interest, and Make-Whole Amount,
prepayment premium or LIBOR Breakage Amount, as applicable) of the
payment being made.

	 	 	 	 	 

	 	(2	)	 	Address for all notices relating to payments:

	 	 	 	 	 

	 	 	 	 	The Prudential Insurance Company of America

	 	 	 	 	c/o Investment Operations Group

	 	 	 	 	Gateway Center Two, 10th Floor

	 	 	 	 	100 Mulberry Street

	 	 	 	 	Newark, NJ 07102-4077

	 	 	 	 	Attention: Manager, Billings and Collections







Schedule A




 









 








	 	 	 	 	 
	 	(3	)	 	Address for all other communications and notices:

	 	 	 	 	 

	 	 	 	 	The Prudential Insurance Company of America

	 	 	 	 	c/o Prudential Capital Group

	 	 	 	 	2200 Ross Avenue, Suite 4200E

	 	 	 	 	Dallas, TX 75201

	 	 	 	 	Attention: Managing Director

	 	 	 	 	 

	 	(4	)	 	Address for Delivery of Notes:

	 	 	 	 	 

	 	 	 	 	Send physical security by nationwide overnight delivery service to:

	 	 	 	 	 

	 	 	 	 	Prudential Capital Group

	 	 	 	 	2200 Ross Avenue, Suite 4200E

	 	 	 	 	Dallas, TX 75201

	 	 	 	 	 

	 	 	 	 	Attention: William H. Bulmer

	 	 	 	 	Telephone: (214) 720-6204

	 	 	 	 	 

	 	(5	)	 	Tax Identification No.: 06-1241288







Schedule A




 









 








SCHEDULE A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




CONNECTICUT GENERAL LIFE INSURANCE COMPANY through its nominee CIG & CO.

Wilde Building, A5PRI

900 Cottage Grove Rd.

Bloomfield, Connecticut 06002




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 
	Series 2008-A	 	Series 2008-B	 	Series 2008-C	 	Series 2008-D
	$0

	 	$0
	 	$18,750,000.00
	 	$0






	 	 	 	 	 
	 	(1	)	 	All payments on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:

	 	 	 	 	 

	 	 	 	 	Account Name: CIGNA Private Placements

	 	 	 	 	Account No.: 9009001802

	 	 	 	 	 

	 	 	 	 	JPMorgan Chase Bank, N.A.

	 	 	 	 	New York, NY

	 	 	 	 	ABA No.: 021000021

	 	 	 	 	 

	 	 	 	 	 

	 	 	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “8.00% Senior Notes, Series 2008 — C, due 2013, PPN
28370T A#6” as applicable, and the due date and application (as among
principal, interest, and Make-Whole Amount, prepayment premium or
LIBOR Breakage Amount, as applicable) of the payment being made.

	 	 	 	 	 

	 	(2	)	 	Address for all notices relating to payments:

	 	 	 	 	 

	 	 	 	 	CIG & Co.

	 	 	 	 	c/o CIGNA Investments, Inc.

	 	 	 	 	Wilde Building, A5PRI

	 	 	 	 	900 Cottage Grove Rd.

	 	 	 	 	Bloomfield, Connecticut 06002

	 	 	 	 	Attention: Fixed Income Securities







Schedule A




 









 








	 	 	 	 	 
	 	 	 	 	With a copy to:

	 	 	 	 	J.P. Morgan Chase Bank

	 	 	 	 	14201 Dallas Parkway, 13th Floor

	 	 	 	 	Dallas, TX 75254

	 	 	 	 	Attn: Jamshid Irshad, Mail Code TX1-J249

	 	 	 	 	Phone: (469) 477-2036

	 	 	 	 	 

	 	(3	)	 	Address for all other communications and notices:

	 	 	 	 	 

	 	 	 	 	CIG & Co.

	 	 	 	 	c/o CIGNA Investments, Inc.

	 	 	 	 	Wilde Building, A5PRI

	 	 	 	 	900 Cottage Grove Rd.

	 	 	 	 	Bloomfield, Connecticut 06002

	 	 	 	 	Attention: Fixed Income Securities

	 	 	 	 	 

	 	(4	)	 	Address for Delivery of Notes:

	 	 	 	 	 

	 	 	 	 	Send physical security by nationwide overnight delivery service to:

	 	 	 	 	 

	 	 	 	 	J.P. Morgan Chase Bank

	 	 	 	 	4 New York Plaza

	 	 	 	 	New York, NY 10004

	 	 	 	 	 

	 	 	 	 	Attention: John Bouquet

	 	 	 	 	 

	 	(5	)	 	Nominee Tax Identification No.: 13-3574027







Schedule A




 









 








SCHEDULE A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




LIFE INSURANCE COMPANY OF NORTH AMERICA through its nominee CIG & CO.

Wilde Building, A5PRI

900 Cottage Grove Rd.

Bloomfield, Connecticut 06002




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 
	Series 2008-A	 	Series 2008-B	 	Series 2008-C	 	Series 2008-D
	$0

	 	$0
	 	$6,250,000
	 	$0






	 	 	 	 	 
	 	(1	)	 	All payments on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:

	 	 	 	 	 

	 	 	 	 	Account Name: CIGNA Private Placements

	 	 	 	 	Account No.: 9009001802

	 	 	 	 	 

	 	 	 	 	JPMorgan Chase Bank, N.A.

	 	 	 	 	New York, NY

	 	 	 	 	ABA No.: 021000021

	 	 	 	 	 

	 	 	 	 	 

	 	 	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “8.00% Senior Notes, Series 2008 — C, due 2013, PPN
28370T A#6” as applicable, and the due date and application (as among
principal, interest, and Make-Whole Amount, prepayment premium or
LIBOR Breakage Amount, as applicable) of the payment being made.

	 	 	 	 	 

	 	(2	)	 	Address for all notices relating to payments:

	 	 	 	 	 

	 	 	 	 	CIG & Co.

	 	 	 	 	c/o CIGNA Investments, Inc.

	 	 	 	 	Wilde Building, A5PRI

	 	 	 	 	900 Cottage Grove Rd.

	 	 	 	 	Bloomfield, Connecticut 06002

	 	 	 	 	Attention: Fixed Income Securities







Schedule A




 









 








	 	 	 	 	 
	 	 	 	 	With a copy to:

	 	 	 	 	J.P. Morgan Chase Bank

	 	 	 	 	14201 Dallas Parkway, 13th Floor

	 	 	 	 	Dallas, TX 75254

	 	 	 	 	Attn: Jamshid Irshad, Mail Code TX1-J249

	 	 	 	 	Phone: (469) 477-2036

	 	 	 	 	 

	 	(3	)	 	Address for all other communications and notices:

	 	 	 	 	 

	 	 	 	 	CIG & Co.

	 	 	 	 	c/o CIGNA Investments, Inc.

	 	 	 	 	Wilde Building, A5PRI

	 	 	 	 	900 Cottage Grove Rd.

	 	 	 	 	Bloomfield, Connecticut 06002

	 	 	 	 	Attention: Fixed Income Securities

	 	 	 	 	 

	 	(4	)	 	Address for Delivery of Notes:

	 	 	 	 	 

	 	 	 	 	Send physical security by nationwide overnight delivery service to:

	 	 	 	 	 

	 	 	 	 	J.P. Morgan Chase Bank

	 	 	 	 	4 New York Plaza

	 	 	 	 	New York, NY 10004

	 	 	 	 	 

	 	 	 	 	Attention: John Bouquet

	 	 	 	 	 

	 	(5	)	 	Nominee Tax Identification No.: 13-3574027







Schedule A




 









 








SCHEDULE A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




COBANK, ACB

5500 South Quebec Street

Greenwood Village, CO 80111




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 
	Series 2008-A	 	Series 2008-B	 	Series 2008-C	 	Series 2008-D
	$0

	 	$0
	 	$0
	 	$35,000,000






	 	 	 	 	 
	 	(1	)	 	All payments on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:

	 	 	 	 	 

	 	 	 	 	Account Name: EL PASO PIPELINE PARTNERS OPERATING

	 	 	 	 	Account No.: 00054313

	 	 	 	 	 

	 	 	 	 	CoBank, ACB

	 	 	 	 	5500 South Quebec Street

	 	 	 	 	Greenwood Village, CO 80111

	 	 	 	 	ABA No.: 307088754

	 	 	 	 	 

	 	 	 	 	 

	 	 	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “Floating Rate Senior Notes, Series 2008 — D, due 2012,
PPN 28370T B*9” as applicable, and the due date and application (as
among principal, interest, and Make-Whole Amount, prepayment premium
or LIBOR Breakage Amount, as applicable) of the payment being made.

	 	 	 	 	 

	 	(2	)	 	Address for all notices relating to payments:

	 	 	 	 	 

	 	 	 	 	CoBank, ACB

	 	 	 	 	Syndications

	 	 	 	 	5500 South Quebec Street

	 	 	 	 	Greenwood Village, CO 80111

	 	 	 	 	Attention: Syndications

	 	 	 	 	Fax: (303) 740-4021







Schedule A





 









 








	 	 	 	 	 
	 	(3	)	 	Address for all other communications and notices:

	 	 	 	 	 

	 	 	 	 	CoBank, ACB

	 	 	 	 	Syndications

	 	 	 	 	5500 South Quebec Street

	 	 	 	 	Greenwood Village, CO 80111

	 	 	 	 	Attention: Syndications

	 	 	 	 	 

	 	(4	)	 	Address for Delivery of Notes:

	 	 	 	 	 

	 	 	 	 	CoBank, ACB

	 	 	 	 	Syndications

	 	 	 	 	5500 South Quebec Street

	 	 	 	 	Greenwood Village, CO 80111

	 	 	 	 	Attention: Syndications

	 	 	 	 	 

	 	(5	)	 	Tax Identification No.: 84-1286705







Schedule A





 











 





INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




UNITED
OF OMAHA LIFE INSURANCE COMPANY

Mutual of Omaha Plaza


Omaha, NE 68175-1011




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 
	Series 2008-A	 	Series 2008-B	 	Series 2008-C	 	Series 2008-D
	$7,000,000.00

	 	$0
	 	$0
	 	$0







	(1)	 	All payments on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:
	 
	 
	 	 	Account Name: United of Omaha Life Insurance Company

Account No.: 9009000200

a/c:     G07097
	 
	 
	 	 	JPMorgan Chase Bank     

New York, NY

ABA No.: 021000021
	 
	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “7.76% Senior Notes, Series 2008 — A, due 2011, PPN
28370T A*0” as applicable, and the due date and application (as among
principal, interest, and Make-Whole Amount, prepayment premium or
LIBOR Breakage Amount, as applicable) of the payment being made.
	 
	(2)	 	Address for all notices relating to payments:
	 
	 	 	JPMorgan Chase Bank

14201 Dallas Parkway — 13th Floor

Dallas, TX 75254-2917

Attn: Income Processing — G. Ruiz

a/c: G07097
	 
	(3)	 	Address for all other communications and notices:
	 
	 	 	United of Omaha Life Insurance Company
 Mutual of Omaha Plaza

Omaha, NE 68175-1011

Attention: 4 — Investment Accounting





Schedule A




 









 









	(4)	 	Address for Delivery of Notes:
	 
	 	 	JPMorgan Chase Bank

4 New York Plaza

Ground Floor Receive Window

NY, NY 10004

Account # G07097
	 
	(5)	 	Tax Identification No.: 47-0322111





Schedule A




 









 








SCHEDULE A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchaser:




MUTUAL OF OMAHA INSURANCE COMPANY

Mutual of Omaha Plaza

Omaha, NE 68175-1011




Principal Amount of Notes to be Purchased:




	 	 	 	 	 	 	 
	Series 2008-A	 	Series 2008-B	 	Series 2008-C	 	Series 2008-D
	 
	 	 	 	 	 	 
	$0

	 	$0
	 	$3,000,000.00
	 	$0







	(1)	 	All payments on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:
	 
	 	 	Account Name: Mutual of Omaha Life Insurance Company

Account No.: 9009000200

a/c: G07096
	 
	 
	 	 	JPMorgan Chase Bank     

New York, NY

ABA No.: 021000021
	 
	 	 	Each such wire transfer shall set forth the name of the Issuer, a
reference to “8.00% Senior Notes, Series 2008 — C, due 2013, PPN
28370T A#6” as applicable, and the due date and application (as among
principal, interest, and Make-Whole Amount, prepayment premium or
LIBOR Breakage Amount, as applicable) of the payment being made.
	 
	(2)	 	Address for all notices relating to payments:
	 
	 	 	JPMorgan Chase Bank

14201 Dallas Parkway — 13th Floor

Dallas, TX 75254-2917

Attn: Income Processing — G. Ruiz

a/c: G07096





Schedule A





 









 









	(3)	 	Address for all other communications and notices:
	 
	 	 	Mutual of Omaha Life Insurance Company

Mutual of Omaha Plaza

Omaha, NE 68175-1011

Attention: 4 — Investment Accounting
	 
	(4)	 	Address for Delivery of Notes:
	 
	 	 	JPMorgan Chase Bank

4 New York Plaza

Ground Floor Receive Window

NY, NY 10004

Account # G07096
	 
	 
	(5)	 	Tax Identification No.: 47-0246511     





Schedule A






 









 








SCHEDULE B




DEFINED TERMS



          As used herein, the following terms have the respective meanings set forth below or set forth
in the Section hereof following such term:


          “Acquisition” means the acquisition by the MLP, the Issuer or any Restricted Subsidiary of (a)
sufficient equity or voting interests of a Person to cause such Person to become a Subsidiary or
(b) all or substantially all of the assets or operations, division or line of business of a Person.


          “Adjusted Alternate Base Rate” means, (a) for all Interest Periods ending on or prior to
September 30, 2010, Alternate Base Rate plus 250 basis points, (b) for all Interest Periods
commencing after September 30, 2010 and ending on or prior to September 30, 2011, Alternate Base
Rate plus 260 basis points, and (c) for all Interest Periods commencing after September 30, 2011,
Alternate Base Rate plus 290 basis points.


          “Alternate Base Rate” means, for any day, a rate per annum equal to the higher of: (a) the
rate of interest which is established from time to time by Bank of America, N.A. as its “prime
rate” or “base rate” in effect, such rate to be adjusted automatically, without notice, as of the
opening of business on the effective date of any change in such rate (it being agreed that: (i)
such rate is not necessarily the lowest rate of interest then available from Bank of America, N.A.
on fluctuating rate loans and (ii) such rate may be established by Bank of America, N.A. by public
announcement or otherwise) and (b) the Federal Funds Rate in effect on such day plus one half of
one percent (1/2 of 1%) per annum.


          “Adjusted LIBOR Rate” means, (a) for all Interest Periods ending on or prior to September 30,
2010, LIBOR plus 350 basis points, (b) for all Interest Periods commencing after September 30, 2010
and ending on or prior to September 30, 2011, LIBOR plus 360 basis points, and (c) for all Interest
Periods commencing after September 30, 2011, LIBOR plus 390 basis points.


          “Affiliate” means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with
the Person specified.


          “Agreement” is defined in Section 17.3.


          “Alternate Program” of a Person means any program providing for the sale or other Disposition
of trade or other receivables and related assets entered into by such Person on terms customary for
such a financing transaction.


          “Anti-Terrorism Order” means Executive Order 13224 of September 23, 2001 Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed.
Reg. 49079 (2001)).


          “Applicable Floating Rate” means (a) the Adjusted LIBOR Rate or (b) Adjusted Alternate Base
Rate, as selected by the Issuer for an Interest Period. The Issuer shall be deemed



Schedule B





 









 








to have selected the Adjusted LIBOR Rate for each Interest Period, unless the Issuer gives
notice to the holders of the Series 2008-D Notes, on or prior to the second Business Day preceding
such Interest Period, that either (i) the Issuer selects the Adjusted Alternate Base Rate or (ii)
the Adjusted Alternate Base Rate must be utilized because adequate and reasonable means do not
exist for determining the Adjusted LIBOR Rate.



          “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any
Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the
capitalized amount of the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a capital lease.


          “Bank Agent” means the administrative agent under the Credit Agreement.


          “Burdensome Restriction” is defined in Section 10.9.


          “Business Day” means (a) for the purposes of Section 8.7 only, any day other than a
Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized
to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than
a Saturday, a Sunday or a day on which commercial banks in Houston, Texas, or New York City are
required or authorized to be closed.


          “Business Entity” means a partnership, limited partnership, limited liability partnership,
corporation (including a business trust), limited liability company, unlimited liability company,
joint stock company, trust, unincorporated association, joint venture or other entity.


          “Change of Control” means an event or series of events by which:



     (a) EPC fails to own directly or indirectly more than 50% of the Equity Interests of the
General Partner and any other general partner of the MLP which is entitled to vote for members of
the board of directors or equivalent governing body of the General Partner or such other general
partner, in each case on a fully-diluted basis; or



     (b) the MLP fails to own directly or indirectly 100% of the Equity Interests of the Issuer.


          “Change of Control Prepayment Event” is defined in Section 8.3(a).


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


          “Closing” is defined in Section 3.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time.




Schedule B





 









 







          “Compliance Certificate” means a certificate substantially in the form of Exhibit 7.2.




          “Commercial Operation Date” means the date on which a Material Project is substantially
complete and commercially operable.


          “Confidential Information” is defined in Section 20.


          “Consolidated EBITDA” means, for any period, (x) for the MLP, the Issuer, or for any
Restricted Subsidiary, on a consolidated basis, an amount equal to Consolidated Net Income for such
Person and its Restricted Subsidiaries for such period, and (y) for an Unrestricted Subsidiary, on
a consolidated basis, an amount equal to Consolidated Net Income for such Unrestricted Subsidiary
and its Subsidiaries


          plus


          (a) the following to the extent deducted, or otherwise not included, in calculating such
Consolidated Net Income:


          (i) (A) interest expense and (B) charges in connection with the payment, repayment redemption,
defeasance, early retirement or refinancing of any Indebtedness;


          (ii) income tax expense,


          (iii) depreciation and amortization expense


          (iv) losses from sales of assets outside the ordinary course of business,


          (v) non-cash extraordinary items and non-cash impairment charges,


          (vi) non-recurring noncash charges;


          (vii) cash distributions actually received from Unrestricted Subsidiaries, from Joint Venture
Entities and from GP LLCs, provided that such distributions are received within forty-five (45)
days after the end of such period (provided, however, that in calculating the Consolidated EBITDA
of any Person for any four-quarter period, the aggregate amount of cash distributions from
Unrestricted Subsidiaries and from Unregulated GP LLCs added to Consolidated Net Income of such
Person pursuant to this paragraph shall not exceed 15% of Consolidated EBITDA of such Person for
such period),


          (viii) the amount of insurance proceeds received or determined, in accordance with GAAP, to be
receivable, not to exceed the amounts by which Consolidated EBITDA for such period or any prior
period is or has been reduced on account of the loss to which such insurance proceeds relate, and


          (ix) (A) unrealized losses in respect of derivatives resulting from mark to market activity,
and (B) cash received in respect of gains from derivatives,


          and minus



Schedule B





 









 







          (b) the following to the extent included in calculating such Consolidated Net Income:


          (i) gains from sales of assets outside the ordinary course of business,


          (ii) allowance for equity funds during construction as determined in accordance with generally
accepted regulatory accounting principles for Persons subject to rate regulation by FERC,


          (iii) income from Unrestricted Subsidiaries, from Joint Venture Entities and from GP LLCs,


          (iv) the amount of insurance proceeds received that exceed the amounts by which Consolidated
EBITDA for such period or any prior period is or has been reduced on account of the loss to which
such insurance proceeds relate,


          (v) cash payments during such period not deducted in the determination of Consolidated Net
Income on account of charges or reserves taken in a prior period, and


          (vi) (A) unrealized gains in respect of derivatives resulting from mark to market activity,
and (B) cash paid in respect of realized losses on derivatives;


          provided, that, Consolidated Net Income of a Person and the expenses and other items of such
Person described in clauses (a) and (b) above shall be adjusted with respect to the portion of
Consolidated Net Income and the portion of expenses and other items which are attributable to such
Person’s Subsidiaries that are not Wholly Owned Subsidiaries, so that Consolidated Net Income and
the expenses and other items described in clauses (a) and (b) above reflect only such Person’s pro
rata ownership interest in such Subsidiaries;


          Consolidated EBITDA for a Person for a consecutive four (4) quarter period shall be calculated
after giving effect, on a pro forma basis, to Acquisitions and Dispositions made by such Person or
its Restricted Subsidiaries during such period (and subsequent to such period and on or before the
date of incurrence of the Indebtedness giving rise to the need to calculate the Leverage Ratio) as
if such Acquisitions or Dispositions occurred on the first day of the period; and, at such Person’s
option, Consolidated EBITDA for such Person shall be calculated by giving effect to Material
Project EBITDA Adjustments, subject to the limitations on such adjustments set forth in subsection
(c) of the definition thereof.


          “Consolidated Indebtedness” means, as of any date of determination, (a) for the MLP, the
Issuer or for a Restricted Subsidiary, on a consolidated basis, without duplication, all
Indebtedness of such Person and its Restricted Subsidiaries, and (b) for an Unrestricted
Subsidiary, on a consolidated basis, without duplication, all Indebtedness of such Person and its
Subsidiaries, in the case of clauses (a) and (b), other than Hybrid Securities. Notwithstanding
the foregoing, such Indebtedness of a non-Wholly Owned Subsidiary of a Person shall be included in
Consolidated Indebtedness of such Person only to the extent of such Person’s proportional



Schedule B





 









 








interest therein, unless such Indebtedness is recourse to such Person, in which case the full amount of such
Indebtedness that is recourse to such Person shall be included in the calculation of Consolidated
Indebtedness.



          “Consolidated L/C Exposure” means, as of any date of determination,


          (a) for the MLP, for the Issuer or for a Restricted Subsidiary, on a consolidated basis,
without duplication, (i) the undrawn amount of all letters of credit issued for the account of such
Person and its Restricted Subsidiaries (or for which such Person or any of its Restricted
Subsidiaries is otherwise liable to reimburse drawings thereunder), and (ii) all payment
obligations of such Person and its Restricted Subsidiaries arising under letters of credit,
bankers’ acceptances, bank guaranties, surety bonds and similar instruments to the extent such
payment obligations do not constitute Indebtedness by reason of the five (5) Business Day “grace”
period set forth in paragraph (b)(ii) of the definition of Indebtedness, and


          (b) for an Unrestricted Subsidiary, on a consolidated basis, without duplication, (i) the
undrawn amount of all letters of credit issued for the account of such Person and its Subsidiaries
(or for which such Person or any of its Subsidiaries is otherwise liable to reimburse drawings
thereunder), and (ii) all payment obligations of such Person and its Subsidiaries arising under
letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments to
the extent such payment obligations do not constitute Indebtedness by reason of the five (5)
Business Day “grace” period set forth in paragraph (b)(ii) of the definition of Indebtedness.


          “Consolidated Net Income” means, for any period, (x) for the MLP, for the Issuer or for a
Restricted Subsidiary, on a consolidated basis, without duplication, all net income of such Person
and its Restricted Subsidiaries, and (y) for an Unrestricted Subsidiary, on a consolidated basis,
without duplication, all net income of such Person and its Subsidiaries on a consolidated basis.


          “Consolidated Net Tangible Assets” means, at any date of determination, the total amount of
consolidated assets of the MLP, the Issuer and the Restricted Subsidiaries after deducting
therefrom: (a) all current liabilities (excluding (i) any current liabilities that by their terms
are extendable or renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed, and (ii) current maturities of
long-term debt); and (b) the value of all goodwill, trade names, trademarks, patents and other like
intangible assets, all as set forth, or on a pro forma basis would be set forth, on the
consolidated balance sheet of the MLP, the Issuer and the Restricted Subsidiaries, prepared in
accordance with GAAP.


          “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.


          “Credit Agreement” means the Credit Agreement, dated as of November 21, 2007, by and among the
Issuer and WIC, as Borrowers, the MLP, as the Parent Guarantor, Bank



Schedule B





 









 








of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and the other Lenders party thereto, as
amended, modified, refinanced or replaced in whole or in part.



          “Debt Rating” means, as of any date of determination, the rating as determined by either S&P,
Moody’s or Fitch (collectively, the “Debt Ratings”) of the MLP’s non-credit-enhanced, senior
unsecured long-term debt; provided that, in the event the ratings are different (i) if three
ratings are available, either (a) the majority rating will govern, if two ratings are the same, or
(b) the middle rating will govern, if all three ratings differ, (ii) if only two ratings are
available, the higher rating will govern, unless there is more than one level between the ratings
and then the level one below the higher rating will apply, and (iii) if only one rating is
available, such available rating will govern.


          “Default” means an event or condition the occurrence or existence of which would, with the
lapse of time or the giving of notice or both, become an Event of Default.


          “Default Rate” means that rate of interest that is 2% per annum above the rate stated in
clause (a) of the first paragraph of the respective Notes.


          “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition
(including any sale and leaseback transaction) of any Equity Interests or other assets by any
Person, including any sale, assignment, transfer or other disposal, with or without recourse, of
any notes or accounts receivable or any rights and claims associated therewith.


          “Electronic Delivery” is defined in Section 7.1.


          “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any
Governmental Authority, regulating or imposing liability or standards of conduct concerning
protection of the environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety matters.


          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
MLP, the Issuer or any Restricted Subsidiary resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.


          “EPC” means El Paso Corporation, a Delaware corporation.


          “Equity Contribution Obligations” has the meaning set forth in paragraph (a)(iii) of the
definition of “Non-Recourse”.



Schedule B





 









 







          “Equity Interests” means, with respect to any Person, the shares of capital stock of (or other
ownership or profit interests in) such Person, the warrants, options or other rights for the
purchase or acquisition from such Person of shares of capital stock of (or other ownership or
profit interests in) such Person, the equity securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such
Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other
interests), and the other ownership or profit interests in such Person (including partnership,
member or trust interests therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are outstanding on any date of determination.


          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations promulgated and rulings issued from time to time thereunder.


          “ERISA Affiliate” means any Person who is a member of the MLP’s controlled group within the
meaning of Section 4001(a)(14)(A) of ERISA.


          “Event of Default” is defined in Section 11.


          “Exchange Act” means the Securities Exchange Act of 1934, as amended.


          “Existing Indebtedness” is defined in Section 10.3(a)(iv).


          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such date shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America, N.A. on such day on such transactions.


          “FERC” means the Federal Energy Regulatory Commission and any successor federal regulatory
agency.


          “Financing Vehicle” is defined in the definition of “Hybrid Securities”.


          “Fitch” means Fitch Ratings, Inc. and any successor thereto.


          “Floating Interest Payment Date” means the last day of each March, June, September and
December in each year.


          “FRB” means the Board of Governors of the Federal Reserve System of the United States.



Schedule B





 









 







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


          “General Partner” means El Paso Pipeline GP Company, L.L.C., a Delaware limited liability
company, or any successor thereto as sole general partner of the MLP.





          “Governmental Authority” means



               (a) the government of the United States of America or any State or other political subdivision
thereof, or



               (b) any entity exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.


          “GP LLC” means a limited liability company or a corporation that is a Restricted Subsidiary of
the MLP, is validly existing and in good standing under the laws of its organization, and holds a
general partnership interest in a partnership.


          “Guaranty” means, as to any Person, (a) any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any Indebtedness payable by
another Person (the “primary obligor”) in any manner, whether directly or indirectly, and
including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Indebtedness of
the payment of such Indebtedness, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor
so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose
of assuring in any other manner the obligee in respect of such Indebtedness of the payment or
performance thereof or to protect such obligee against loss in respect thereof (in whole or in
part), or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person,
whether or not such Indebtedness is assumed by such Person (or any right, contingent or otherwise,
of any holder of such Indebtedness to obtain any such Lien). The amount of any Guaranty shall be
deemed to be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guaranty is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term “Guaranty” as a verb has a corresponding meaning.


          “Hazardous Material” means all explosive or radioactive substances or wastes and all hazardous
or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates,
asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature, in each case above to the extent
regulated pursuant to any Environmental Law.


          “holder” means, with respect to any Note, the Person in whose name such Note is registered in
the register maintained by the Issuer pursuant to Section 13.1.



Schedule B





 









 







          “Hybrid Securities” means any trust preferred securities or deferrable interest subordinated
debt issued by the MLP or a Financing Vehicle with a maturity of at least 20 years, which provides
for the optional or mandatory deferral of interest or distributions at the option of the issuer
thereof, provided that neither the Issuer nor any Restricted Subsidiary shall Guaranty payment of
any portion thereof. “Financing Vehicle” means a business trust, limited liability company,
limited partnership or similar entity (i) substantially all of the common equity, general
partner or similar interests of which are owned (either directly or indirectly through one or
more Wholly Owned Subsidiaries) at all times by the MLP, (ii) that has been formed for the sole
purpose of issuing trust preferred securities or deferrable interest subordinated debt, and (iii)
substantially all the assets of which consist of (A) subordinated debt of the MLP and (B) payments
made from time to time on such subordinated debt.


          “Indebtedness” means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance with GAAP:



     (a) all obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar instruments;



     (b) (i) the amount available to be drawn under letters of credit issued for the account of
such Person (or for which such Person is otherwise liable to reimburse drawings thereunder), if
such letters of credit support Indebtedness of another Person, (ii) to the extent not paid on or
prior to the fifth Business Day after the due date therefor, all payment obligations of such Person
arising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar
instruments;



     (c) all obligations of such Person to pay the deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of business);



     (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under conditional sales or other
title retention agreements), whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse;



     (e) capital leases and Synthetic Lease Obligations;



     (f) Receivables Financing Indebtedness;



     (g) the greater of the voluntary or involuntary liquidation value of, plus any accrued and
unpaid dividends on, any preferred Equity Interests of such Person redeemable at the option of the
holder thereof; and



     (h) all Guaranties of such Person in respect of any of the foregoing.



For all purposes hereof, the Indebtedness of any Person other than a GP LLC shall include the
Indebtedness of any partnership in which such Person is a general partner, unless such Indebtedness
is expressly made non-recourse to such Person. The amount of any capital lease or




Schedule B





 









 








Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date.



          “INHAM Exemption” is defined in Section 6.2(e).


          “Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of more
than $2,000,000 in aggregate principal amount of the Notes at the time
outstanding, and (c) any bank, trust company, savings and loan association or other financial
institution, any pension plan, any investment company, any insurance company, any broker or dealer,
or any other similar financial institution or entity, regardless of legal form.


          “Interest Charges” means, with respect to any Person for any period, all interest expense of
such Person and its Subsidiaries deducted in determining Consolidated Net Income for such period.


          “Interest Charges Coverage Ratio” means with respect to any Person as of any date of
determination, the ratio of (a) Consolidated EBITDA of such Person for the period of four (4)
fiscal quarters ending on such date of determination (or, if such date of determination is not a
Quarter-End Date, for the most recent Quarter-End Date for which financial statements have been
delivered pursuant to Section 7.1(a) or Section 7.1(b)) to (b) Interest Charges of
such Person for such four (4) quarter period.


          “Interest Period” means, with respect to the Series 2008-D Notes, each period commencing on
the date of the Closing or thereafter commencing on a Floating Interest Payment Date and continuing
up to, but not including, the next Floating Interest Payment Date.


          “Investment” means, as to any Person, any direct or indirect acquisition or investment by such
Person, whether by means of (a) the purchase or other acquisition of capital stock or other
securities of another Person, or (b) a loan, advance or capital contribution to, Guaranty or
assumption of debt of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor Guaranties Indebtedness of such other
Person. For purposes of covenant compliance, the amount of any Investment shall be the net amount
actually invested, without adjustment for subsequent increases or decreases in the value of such
Investment.


          “Investment Grade Rating” means a Debt Rating of BBB- or higher by S&P or Fitch or Baa3 or
higher from Moody’s, or their respective equivalents for the time being.


          “Investment Grade Rating Date” means the date that the MLP receives a Debt Rating from each of
S&P, Fitch and Moody’s and either (a) all such Debt Ratings are Investment Grade Ratings, or (b)
one such Debt Rating is an Investment Grade Rating and the other two Debt Ratings are not less than
BB+ in the case of S&P and Fitch and Ba1 in the case of Moody’s.


          “Issuer Notice” is defined in Section 8.3(b).











Schedule B





 









 







          “Issuer” means El Paso Pipeline Partners Operating Company, L.L.C.


          “Joint Venture Entity” means any Person (other than a Subsidiary) in which the MLP or the
Issuer (including ownership through any of their Subsidiaries) owns Equity Interests representing
less than 100% of the total outstanding Equity Interests of such Person.


          “Laws” means, collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.


          “Leverage Ratio” means with respect to any Person as of any date of determination, the ratio
of (a) Consolidated Indebtedness of such Person as of such date to (b) Consolidated EBITDA of such
Person for the period of four (4) fiscal quarters ending on such date of determination (or, if such
date of determination is not a Quarter-End Date, for the most recent Quarter-End Date for which
financial statements have been delivered pursuant to Section 7.1(a) or Section
7.1(b)). The amount of Recourse Equity Contribution Obligations shall be added to Consolidated
Indebtedness, and prior to the Investment Grade Rating Date, Consolidated L/C Exposure shall be
added to Consolidated Indebtedness.


          “LIBOR” means, for any Interest Period, the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or, if not so published, by another
commercially available source providing quotations of BBA LIBOR as designated by the Series 2008-D
Required Holders from time to time) at approximately 11:00 a.m. London time two (2) Business Days
prior to the commencement of such Interest Period for Dollar deposits (for delivery on the first
day of such Interest Period) with a three (3) month term.


          “LIBOR Breakage Amount” means any loss, cost or expense (other than loss of margin) reasonably
incurred by any holder of a Series 2008-D Note as a result of any payment or prepayment of any
Series 2008-D Note on a day other than a regularly scheduled Floating Interest Payment Date for
such Series 2008-D Note or at the scheduled maturity (whether voluntary, mandatory, automatic, by
reason of acceleration or otherwise), and any loss or expense arising from the liquidation or
reemployment of funds obtained by it or from fees payable to terminate the deposits from which such
funds were obtained. Each holder shall determine the LIBOR Breakage Amount with respect to the
principal amount of its Series 2008-D Notes then being paid or prepaid (or required to be paid or
prepaid) by written notice to the Issuer setting forth such determination in reasonable detail not
less than two (2) Business Days prior to the date of such prepayment. Each such determination
shall be conclusive absent manifest error.


          “Lien” means any mortgage, lien, security interest or other charge or encumbrance, any
financing lease having substantially the same economic effect as any of the



Schedule B





 









 








foregoing, any assignment of the right to receive income, or any other type of preferential arrangement.



          “Make-Whole Amount” is defined in Section 8.7.


          “Material” means material in relation to the business, operations, affairs, financial
condition, assets or properties of the MLP, the Issuer and its Restricted Subsidiaries taken as a
whole.


          “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect
on, the operations, business, assets, properties, liabilities (actual or contingent), or financial
condition of the MLP, the Issuer and the Restricted Subsidiaries taken as a whole; (b) a material
impairment of the rights and remedies of the any Purchaser under this Agreement or its Notes, or of
the ability of the MLP, the Issuer, and the Subsidiary Guarantors, if any, taken as a whole to
perform their obligations under this Agreement, the Parent Guaranty, the Subsidiary Guaranties, and
the Notes; or (c) a material adverse effect upon the legality, validity, binding effect or
enforceability against the MLP or the Issuer of this Agreement, the Notes, any Subsidiary Guaranty
or the Parent Guaranty.



        .


          “Material Project” means any capital construction or expansion project of the MLP, the Issuer
or the Restricted Subsidiaries, the aggregate capital cost or budgeted capital cost of which, in
each case, including capital costs expended prior to the acquisition of any such project by the
MLP, the Issuer or the Restricted Subsidiaries, as the case may be, exceeds $20,000,000.00.


          “Material Project EBITDA Adjustments” means, with respect to each Material Project:


          (a) for any period of four (4) consecutive fiscal quarters ending on or prior to the last day
of the fiscal quarter in which the Commercial Operation Date of such Material Project occurs, a
percentage (based on the then-current completion percentage of such Material Project) of an amount
determined by the MLP or the Issuer as the projected Consolidated EBITDA attributable to such
Material Project for the first 12-month period following the scheduled Commercial Operation Date of
such Material Project (such proposed amount to be calculated by the MLP or the Issuer in good faith
and in a commercially reasonable manner based on multi-year customer contracts relating to such
Material Project, the creditworthiness of the other parties to such contracts, projected revenues
from such contracts, capital costs and expenses, scheduled Commercial Operation Date, commodity
price assumptions and other factors deemed appropriate by the MLP or the Issuer) which may, at the
MLP’s or the Issuer’s option, be added to Consolidated EBITDA for the fiscal quarter in which
construction or expansion of such Material Project commences and for each fiscal quarter thereafter
until the Commercial Operation Date of such Material Project (including the fiscal quarter in which
such Commercial Operation Date occurs, but without duplication of any actual Consolidated EBITDA
attributable to such Material Project following such Commercial Operation Date); provided that if
the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date as
reflected in the Responsible Officer’s Certificate delivered pursuant to clause (c)(i) of



Schedule B





 









 








this definition then the foregoing amount shall be reduced, for quarters ending after the scheduled
Commercial Operation Date to (but excluding) the first full quarter after the actual Commercial
Operation Date, by the following percentage amounts depending on the period of delay (based on the
actual period of delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii)
longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days but not more than
270 days, 50%, (iv) longer than 270 days, 75%; and (v) longer than 365 days, 100%; and



          (b) for each period of four (4) consecutive fiscal quarters ending on the last day of the
first, second and third fiscal quarters following the fiscal quarter
during which the Commercial Operation Date occurs, an amount equal to the projected Consolidated EBITDA
attributable to the Material Project for the balance of the four (4) fiscal quarter period
following the fiscal quarter during which the Commercial Operation Date occurs, may, at the
Issuer’s option, be added to Consolidated EBITDA for such period (net of any actual Consolidated
EBITDA attributable to the Material Project).


          (c) Notwithstanding the foregoing:


          (i) except for Material Project EBITDA Adjustments that are reflected in the certificate
delivered pursuant to Section 4.14, no such additions shall be allowed with respect to any
Material Project unless the Issuer shall have delivered to the holders of the Notes a certificate
of a Responsible Officer of the Issuer certifying as to the scheduled Commercial Operation Date of
such Material Project and the projected Consolidated EBITDA attributable to such Material Project,
together with a reasonably detailed explanation of the basis therefor and such other information
and documentation as the holders of the Notes may reasonably request,


          (ii) the aggregate amount of all Material Project EBITDA Adjustments during any period shall
be limited to 25% of the total actual Consolidated EBITDA for such period (which total actual
Consolidated EBITDA shall be determined without including any Material Project EBITDA Adjustments
or any adjustments for Acquisitions or Dispositions pursuant to the definition of Consolidated
EBITDA), and


          (iii) no Material Project EBITDA Adjustments may be made in any period without the consent of
the Required Holders if, after giving effect to such adjustments, the Leverage Ratio of the MLP or
the Issuer would exceed 4.50 to 1.00.


          “Memorandum” is defined in Section 5.3.


          “MLP” means El Paso Pipeline Partners, L.P., a Delaware limited partnership.


          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.


          “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3)
of ERISA to which the MLP or an ERISA Affiliate is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made or accrued an obligation to
make contributions and in respect of which the MLP or an ERISA Affiliate has any liability
(contingent or otherwise), such plan being maintained pursuant to one or more collective bargaining
agreements.


          “Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of
ERISA, which (a) is maintained for employees of the MLP or an ERISA Affiliate and at least one
Person other than the MLP and its ERISA Affiliates, or (b) was so maintained and in respect of
which the MLP or an ERISA



Schedule B





 









 










Affiliate has any liability (contingent or otherwise), such plan being maintained pursuant to one or more collective bargaining agreements.



          “Multiple
Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, which (a) is maintained for employees of the MLP or an ERISA Affiliate
and at least one Person other than the MLP and its ERISA Affiliates, or (b) was so maintained
and in respect of which the MLP or an ERISA Affiliate could have liability under Section 4064
or 4069 of ERISA in the event such plan has been or were to be terminated.




          “NAIC Annual Statement” is defined in Section 6.2(a).


          “Negative Rating Event” is defined in Section 8.3(a).


          “Notes” is defined in Section 1.


          “Non-Recourse” means, with respect to any Unrestricted Subsidiary and the Indebtedness and
other obligations of such Unrestricted Subsidiary:



     (a) None of the MLP, the Issuer or any Restricted Subsidiary guarantees or is otherwise liable
in respect of, grants a Lien on any of its assets to secure, or provides credit support of any
kind, for the Indebtedness or other obligations of such Unrestricted Subsidiary other than:



     (i) a pledge of the Equity Interests in, or Indebtedness or other obligations of, such
Unrestricted Subsidiary or one or more other Unrestricted Subsidiaries, to secure Project Financing
of such Unrestricted Subsidiary or of its Unrestricted Subsidiaries or to secure Equity
Contribution Obligations,



     (ii) liability for reimbursement obligations (and incidental obligations such as payment of
interest on unreimbursed drawings and letter of credit fees) in respect of letters of credit issued
for the benefit of Unrestricted Subsidiaries, provided that no such letter of credit shall be
issued to support Indebtedness of an Unrestricted Subsidiary (for the avoidance of doubt, no such
letter of credit may be issued to support obligations to fund a debt service reserve account),



     (iii) equity contribution obligations in connection with a Project Financing to the extent the
equity contributed is permitted under Section 10.2 at the time of the entry into the equity
contribution agreement and at the time of the making of each equity contribution (such equity
contribution obligations are herein called “Equity Contribution Obligations”), provided that none
of the MLP, the Issuer nor any Restricted Subsidiary shall enter into any agreement containing
Recourse Equity Contribution Obligations unless at the time of entering into such agreement and
after giving effect thereto (x) the MLP shall be in pro forma compliance with Section 10.12
and Section 10.13 determined as of the most recent Quarter-End Date for which financial
statement have been delivered pursuant to Section 7.1(a) or Section 7.1(b) and (y)
the MLP, the Issuer and the Restricted Subsidiary entering into such agreement would be permitted
to incur Indebtedness at such time in an amount equal to such Recourse Equity Contribution
Obligation,



Schedule B





 









 








     (iv) guarantees of the Unrestricted Subsidiary’s performance of the acquisition, improvement,
installation, design, engineering, construction, development and operation of all or any portion of
the project that is financed by a Project Financing, provided that the aggregate liability
(including contingent liability) of the MLP, the Issuer and the Restricted Subsidiaries under all
such guarantees shall not exceed $50,000,000 in the aggregate at any time; and provided further
that no such guaranty shall be a Guaranty of Indebtedness (for the avoidance of doubt, a guarantee
of obligations in respect of a debt service reserve shall be deemed a Guaranty of Indebtedness for
purposes of the definition of Non-Recourse); and further for the avoidance of doubt, this
paragraph (iv) shall not be deemed to prohibit the MLP, the Issuer or a Restricted Subsidiary from
providing development, operations and maintenance services to an Unrestricted Subsidiary on an
arms-length basis in the ordinary course of business in compliance with Section 10.8, and



     (b) In the case of an Unrestricted Subsidiary, no default on the Indebtedness or other
obligations of such Unrestricted Subsidiary (including any rights that the holders of the
Indebtedness or other obligations may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of Indebtedness of the MLP,
the Issuer or any of the Restricted Subsidiaries to declare a default on such Indebtedness of the
MLP, the Issuer or any of the Restricted Subsidiaries or cause the payment of such Indebtedness of
the MLP, the Issuer or any of the Restricted Subsidiaries to be accelerated or payable prior to its
stated maturity.


          “Non-U.S./Canadian Person” means any Person that is organized under the laws of a jurisdiction
other than the United States, Canada or any state, province or other political subdivision thereof.


          “Officer’s Certificate” means a certificate of a Responsible Officer or of any other officer
of the General Partner whose responsibilities extend to the subject matter of such certificate.


          “Organization Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with
respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.


          “Parent Guaranty” is defined in Section 1.3(b).


          “PBGC” means the Pension Benefit Guaranty Corporation.


          “Person” means any natural person, Business Entity, or Governmental Authority.



Schedule B





 









 







          “Plan” means a Single Employer Plan or a Multiple Employer Plan.


          “Project Financing” means any Indebtedness incurred to finance or refinance the acquisition,
improvement, installation, design, engineering, construction, development, completion or operation
of all or any portion of any project.


          “Proposed Prepayment Date” is defined in Section 8.3(b).


          “PTE” is defined in Section 6.2(a).


          “Purchaser” is defined in the first paragraph of this Agreement.


          “Quarter-End Date” means the last day of each fiscal quarter.


          “QPAM Exemption” is defined in Section 6.2(d).


          “Rated Securities” means (a) the Notes, if at any time and for so long as they shall have a
rating from a Rating Agency, and (b) any other unsecured Indebtedness of the MLP or the Issuer
(which does not have the benefit of a guaranty from any Person other than the MLP or the Issuer and
any such Person that at such time also guarantees the obligations of the Issuer under this
Agreement and the Notes) which (i) has a remaining maturity of at least the lesser of five (5)
years or the remaining period of maturity of the Notes then outstanding and (ii) is rated by a
Rating Agency.


          “Rating Agency” means S&P, Fitch or Moody’s or any of their respective rating agency
subsidiaries and their successors.


          “Rating Downgrade” shall be deemed to have occurred in respect of a Change of Control if,
within 120 days from and including the date on which such Change of Control occurs, the rating
assigned to the Rated Securities by any Rating Agency (whether provided at the invitation of the
MLP or the Issuer or of such Rating Agency’s own volition) which is current immediately before the
time the Change of Control occurs (i) if Investment Grade, is either lowered by such Rating Agency
such that it is no longer Investment Grade or withdrawn and not replaced by an Investment Grade
Rating of another Rating Agency or (ii) if below Investment Grade, is not raised to Investment
Grade by such Rating Agency or withdrawn and not replaced by and Investment Grade Rating of another
Rating Agency.


          “Receivables Financing Indebtedness” means (i) the unrecovered investment of the purchasers
(or the transferees) of the receivables and other assets transferred pursuant to an Alternate
Program, and (ii) any other payment, recourse, repurchase, hold harmless, indemnity or similar
obligation of a Person or any of its Subsidiaries in respect of assets transferred or payments made
in respect thereof, other than limited recourse provisions that are customary for transactions of
such type and do not have the effect of limiting the loss or credit risk of such purchasers or
transferees with respect to payment or performance by the obligors of the assets so transferred.



Schedule B





 











 





          “Recourse Equity Contribution Obligations” means Equity Contribution Obligations other
than those that are non-recourse to the MLP, the Issuer and the Restricted Subsidiaries. For
purposes of this definition Equity Contribution Obligations shall be considered non-recourse if
there is no recourse against the MLP, the Issuer or any Restricted Subsidiary of any kind for
payment or performance, provided that such obligations may be secured by a Lien on Equity Interests
in, or Indebtedness or other obligations of, an Unrestricted Subsidiary as described in paragraph
(a)(i) of the definition of “Non-Recourse”. The amount of Recourse Equity Contribution Obligations
of the MLP, the Issuer or a Restricted Subsidiary means the aggregate amount of equity
contributions that the MLP, the Issuer or such Restricted Subsidiary is obligated to make but has
not yet made, whether or not such obligation is contingent upon the occurrence of future events or
conditions.



          “Refinancing Indebtedness” is defined in Section 10.3(a)(iv).



          “Regulated” means subject to regulation by FERC.



          “Required Holders” means, at any time, the holders of more than 50% in principal amount of the
Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its
Affiliates).



          “Responsible Officer” means the chief executive officer, president, chief financial officer,
treasurer, or controller of the MLP, the General Partner, the Issuer, or any Subsidiary Guarantor.



          “Restricted Payment” by a Person means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interest in such Person, or any payment
(whether in cash, securities or other property), including any sinking fund or similar deposit on
account of the purchase, redemption, retirement, acquisition, cancellation or termination of any
such Equity Interest or of any option, warrant or other right to acquire any such Equity Interest.



          “Restricted Subsidiaries” means all of the MLP’s Subsidiaries, other than the Issuer and any
Unrestricted Subsidiaries.



          “SEC” means the Securities and Exchange Commission.



          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.
and any successor thereto.



          “Securities Act” means the Securities Act of 1933, as amended from time to time.



          “Senior Indebtedness” means any Indebtedness of the Issuer other than any Indebtedness that is
in any manner subordinated in right of payment or security in any respect to the Notes.



          “Series 2008-A Notes” is defined in Section 1.1.



Schedule B




 









 









          “Series 2008-B Notes” is defined in Section 1.1.



          “Series 2008-C Notes” is defined in Section 1.1.



          “Series 2008-D Notes” is defined in Section 1.1.



          “Series 2008-D Required Holders” means, at any time, the holders of more than 50% in principal
amount of the Series 2008-D Notes at the time outstanding (exclusive of Series 2008-D Notes then
owned by the Issuer or any of its Affiliates).



          “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of
ERISA, that (a) is maintained for employees of the MLP or an ERISA Affiliate and no Person other
than the MLP and its ERISA Affiliates or (b) was so maintained and in respect of which the MLP or
an ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been
or were to be terminated.



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



          “Source” is defined in Section 6.2.



          “Subsidiary” of a Person means a Business Entity of which a majority of the shares of
securities or other interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the management of which is
otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such
Business Entity. Unless otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the MLP (which shall include, for the
avoidance of doubt, the Issuer).



          “Subsidiary Guarantor” means any Subsidiary of the MLP that executes and delivers, or becomes
a party to, the Subsidiary Guaranty.



          “Subsidiary Guaranty” is defined in Section 1.3(a).



          “Supplement” means any Supplement to this Agreement executed by the parties hereto.



          “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing),whether or not any such transaction is governed by or subject to any master agreement, and (b)
any and all transactions of any kind, and the related confirmations, which are subject to the terms



Schedule B






 









 







and conditions of, or governed by, any form of master agreement published by the International
Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or
any other master agreement (any such master agreement, together with any related schedules, a
“Master Agreement”), including any such obligations or liabilities under any Master Agreement.




          “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called
synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession
of property creating obligations that do not appear on the balance sheet of such Person but which,
upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of
such Person (without regard to accounting treatment).



          “Termination Event” means (a) a “reportable event,” as such term is described in Section 4043
of ERISA (other than a “reportable event” not subject to the provision for 30-day notice to the
PBGC under PBGC Reg. § 4043), or an event described in Section 4062(e) of ERISA, or (b) the
withdrawal of the MLP or any ERISA Affiliate from a Multiple Employer Plan during a plan year in
which it was a “substantial employer,” as such term is defined in Section 4001(a)(2) of ERISA or
the incurrence of liability by the MLP or any ERISA Affiliate under Section 4064 of ERISA upon the
termination of a Multiple Employer Plan, or (c) the filing of a notice of intent to terminate a
Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (d) the
institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or (e) the
conditions set forth in Section 302(f)(1)(A) and (B) of ERISA to the creation of a lien upon
property or rights to property of the MLP or any ERISA Affiliate for failure to make a required
payment to a Plan are satisfied, or (f) the adoption of an amendment to a Plan requiring the
provision of security to such Plan, pursuant to Section 307 of ERISA, or (g) the occurrence of any
other event or the existence of any other condition which would reasonably be expected to result in
the termination of, or the appointment of a trustee to administer, any Plan under Section 4042 of
ERISA.



          “Unregulated GP LLC” means a GP LLC that holds a general partnership interest in a partnership
that is not Regulated.



          “Unregulated Restricted Subsidiary” means a Restricted Subsidiary that is not Regulated.



          “Unrestricted Subsidiary” means any Subsidiary of the MLP that is designated by the MLP or the
Issuer as an Unrestricted Subsidiary, but only if the following conditions have been satisfied:



     (a) all Indebtedness and other obligations of such Subsidiary are Non-Recourse to the Issuer,
the MLP and its Restricted Subsidiaries;



     (b) except as permitted pursuant to Section 10.8, such Subsidiary is not party to any
agreement, contract, arrangement or understanding with the Issuer, the MLP or any Restricted
Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no
less favorable to the Issuer, the MLP or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the MLP;


Schedule B




 









 





     (c) such Subsidiary is a Person with respect to which none of the Issuer, the MLP or any of
the Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional
Equity Interests, except Non-Recourse equity contribution obligations in connection with a Project
Financing to the extent the equity contribution is permitted under Section 10.2 at the time
of entry into the equity contribution agreement and at the time of the making of each equity
contribution, or (ii) to maintain or preserve such Person’s financial condition, or, except to the
extent such obligations are Non-Recourse to the Issuer, the MLP and its Restricted Subsidiaries, to
cause such Person to achieve any specified levels of operating results;



     (d) such Subsidiary has not guaranteed or otherwise directly or indirectly provided any credit
support for any Indebtedness of the Issuer, the MLP or any Restricted Subsidiary;



     (e) the Investments in such Person were permitted under Section 10.2 as of the time of
the designation; and



     (f) none of the following may be designated as an Unrestricted Subsidiary: (i) the Issuer,
WIC, or any GP LLC, and (ii) any Subsidiary owning directly or indirectly any Investment in the
Issuer, WIC, CIG, SNG, or any GP LLC.



     Any designation of a Subsidiary of the MLP as an Unrestricted Subsidiary will be evidenced to
the holders of the Notes by a certificate of an officer of the MLP certifying that such designation
complied with the preceding conditions and was permitted by Section 10.14(e). If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this
Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted
Subsidiary of the MLP as of such date and, if such Indebtedness is not permitted to be incurred as
of such date pursuant to Section 10.3, the MLP, and, if applicable, such Restricted
Subsidiary, will be in default of such covenant.



     The MLP or the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary pursuant to Section 10.14(f), provided that such designation will be deemed to
be an incurrence of Indebtedness by a Restricted Subsidiary of the MLP of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i)
such Indebtedness is permitted pursuant to Section 10.3; and (ii) no Default would be in
existence following such designation.



          “USA Patriot Act” means Public Law 107-56 of the United States of America, United and
Strengthening America by Providing Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT)
Act of 2001.



          “WIC” means Wyoming Interstate Company, Ltd., a Colorado limited partnership.



          “Wholly Owned Subsidiary” means, with respect to a Person, any Subsidiary of such Person, all
of the Equity Interests of which are directly or indirectly (through one or more Subsidiaries)
owned by such Person, excluding directors’ qualifying shares if applicable.



          “Withdrawal Liability” has the meaning given such term under Part 1 of Subtitle E of Title IV
of ERISA.



Schedule B





 











 





SCHEDULE 5.3




DISCLOSURE MATERIALS



None.








Schedule 5.3









 








SCHEDULE 5.4




SUBSIDIARIES, AFFILIATES, SENIOR OFFICERS AND MATERIAL EQUITY 

INVESTMENTS




MLP SUBSIDIARIES




	 	 	 	 	 
	Subsidiary	 	Jurisdiction of	 	Percentage of
	 	 	Organization	 	Equity Interests Owned
	El Paso Pipeline Partners
Operating Company, L.L.C.

	 	Delaware
	 	100% owned by El Paso
Pipeline Partners,
L.P.
	 
	 	 	 	 
	WIC Holdings Company, L.L.C.

	 	Delaware
	 	100% owned by El Paso
Pipeline Partners
Operating Company,
L.L.C.
	 
	 	 	 	 
	El Paso Wyoming Gas Supply
Company, L.L.C.

	 	Delaware
	 	100% owned by El Paso
Pipeline Partners
Operating Company,
L.L.C.
	 
	 	 	 	 
	EPPP SNG GP Holdings L.L.C.

	 	Delaware
	 	100% owned by El Paso
Pipeline Partners
Operating Company,
L.L.C.
	 
	 	 	 	 
	EPPP CIG GP Holdings, L.L.C.

	 	Delaware
	 	100% owned by El Paso
Pipeline Partners
Operating Company,
L.L.C.
	 
	 	 	 	 
	Wyoming Interstate Company, Ltd.

	 	Colorado
	 	50% general
partnership interest
owned by WIC Holdings
Company, L.L.C.; 

50% limited
partnership interest
owned by El Paso
Wyoming Gas Supply
Company, L.L.C.






MATERIAL EQUITY INVESTMENTS OF MLP AND THE ISSUER IN OTHER BUSINESS ENTITIES




	 	 	 	 	 	 	 
		 		 	Jurisdiction of	 	
	 	 	Name and Type of	 	Formation of	 	 
	Name of Investor	 	Business Entity	 	Business Entity	 	Extent of Investment
	EPPP CIG GP
Holdings L.L.C.;
El Paso Noric
Investments III,
L.L.C.

	 	Colorado Interstate

Gas Company,

general partnership
	 	Delaware
	 	10% general partner
interest owned by
EPPP CIG GP
Holdings L.L.C.; 


90% general partner
interest owned by El






Schedule 5.4









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Paso Noric
Investments III,
L.L.C.
	 
	 	 	 	 	 	 
	EPPP SNG GP
Holdings L.L.C.;
El Paso SNG Holding
Company, L.L.C.

	 	Southern Natural

Gas Company,

general partnership
	 	Delaware
	 	10% general partner
interest owned by
EPPP SNG GP
Holdings L.L.C.;

90% general partner
interest owned by
El Paso SNG Holding
Company, L.L.C.





GENERAL PARTNER SENIOR OFFICERS




	 	 	 
	Name	 	Title
	James C. Yardley

	 	President and Chief Executive Officer
	Robert W. Baker

	 	Executive Vice President and General Counsel
	James J. Cleary

	 	Senior Vice President
	Norman G. Holmes

	 	Senior Vice President
	Daniel B. Martin

	 	Senior Vice President
	Katherine A. Murray

	 	Senior Vice President
	Susan B. Ortenstone

	 	Senior Vice President
	John R. Sult

	 	Senior Vice President, Chief Financial Officer
and Controller
	John J. Hopper

	 	Vice President and Treasurer
	Marguerite Woung-Chapman

	 	Vice President and Corporate Secretary





ISSUER SENIOR OFFICERS




	 	 	 
	Name	 	Title
	James C. Yardley

	 	President and Chief Executive Officer
	Robert W. Baker

	 	Executive Vice President and General Counsel
	James J. Cleary

	 	Senior Vice President
	Norman G. Holmes

	 	Senior Vice President
	Daniel B. Martin

	 	Senior Vice President
	Katherine A. Murray

	 	Senior Vice President
	Susan B. Ortenstone

	 	Senior Vice President
	John R. Sult

	 	Senior Vice President, Chief Financial Officer
and Controller
	John J. Hopper

	 	Vice President and Treasurer
	Marguerite Woung-Chapman

	 	 Vice President and Corporate Secretary






Schedule 5.4









 






SCHEDULE 5.5




FINANCIAL STATEMENTS



SEC Form 10-K for the year ended December 31, 2007 and SEC Form 10-Q for the quarter ended June 30,
2008.





Schedule 5.5











 





SCHEDULE 5.15




EXISTING INDEBTEDNESS




A. INDEBTEDNESS OF THE MLP, THE ISSUER AND THEIR RESTRICTED SUBSIDIARIES AS OF JUNE 30, 2008




	 	 	 	 	 
	Description of Indebtedness	 	Outstanding Balance
	MLP and ISSUER:



Credit Agreement among Issuer, WIC, MLP

and Bank of America, N.A.

	 	$495,000,000

(includes Issuer’s

$210,000,000

Indebtedness and

Guaranty of WIC’s

$285,000,000

Indebtedness)

	 
	 	 	 	 
	WIC:



Credit Agreement among Issuer, WIC, MLP

and Bank of America, N.A.

	 	$285,000,000

(included in MLP and

Issuer Indebtedness)
	 
	 	 	 	 
	WIC:



Facilities Lease Agreement between WYCO
Development LLC as Secured Party and
WIC as Debtor, dated as of December 1,
1999 (original amount of lease: $12,018,616
and outstanding amount as
of August 31, 2008: $8,022,408).

	 	$	8,022,408	 






B. ADDITIONAL INDEBTEDNESS SUBSEQUENT TO JUNE 30, 2008




	 	 	 	 	 
	MLP and ISSUER:
	 	 	 	 
	 
	 	 	 	 
	Note Purchase Agreement dated as of

September ___, 2008, among

the Issuer, the MLP and EPC


	 	$	10,000,000	 






SCHEDULE 5.15





 









 








SCHEDULE 5.18




ENVIRONMENTAL MATTERS




None.





Schedule 5.18




 









 








SCHEDULE 10.1




EXISTING LIENS



Facilities Lease Agreement between WYCO Development LLC as Secured Party and WIC as Debtor, dated
as of December 1, 1999 (original amount of lease: $12,018,616 and outstanding amount as of August
31, 2008: $8,022,408).





Schedule 10.1





 









 








SCHEDULE 10.9




BURDENSOME AGREEMENTS



Credit Agreement dated as of November 21, 2007 among Issuer, WIC, MLP, Bank of America, N.A. and
the lenders party thereto.



Note Purchase Agreement dated as of September 30, 2008 among the Issuer, the MLP and EPC.





Schedule 10.9





 









 








EXHIBIT 1.1(a)




[FORM OF SERIES A SENIOR NOTE]



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION THEREFROM.




EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

7.76% SENIOR NOTE, SERIES 2008-A

DUE SEPTEMBER 30, 2011




	 	 	 
	No. A-[___]

	 	[Date]
	$[______]

	 	PPN: 28370T A*0






          FOR VALUE RECEIVED, the undersigned, EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a
Delaware limited liability company (“Issuer”), promises to pay to [______], or registered assigns,
the principal sum of $[______] on September 30, 2011, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 7.76% per
annum from the date hereof, payable semiannually in arrears on the last day of March and September
in each year, commencing on March 31, 2009, until the principal hereof shall have become due and
payable (whether at maturity, on prepayment or otherwise), and (b) to the extent permitted by
applicable law, on any overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of Make-Whole Amount (as defined in the Note Purchase
Agreement referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time equal to 2% over the
rate of interest specified in clause (a) above.



          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Bank of
America, N.A. in New York, New York or at such other place as the Issuer shall have designated by
written notice to the holder of this Note as provided in the Note Purchase Agreement referred to
below.



          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September [ ], 2008 (as from time to time amended, the “Note
Purchase Agreement”), among the Issuer, the MLP, and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the
Note Purchase Agreement and (ii) to have made the representations set forth in Section 6.2
of the Note Purchase Agreement.



          This Note has been registered with the Issuer and, as provided in the Note Purchase Agreement,
upon surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered holder hereof
or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will
be




Exhibit 1.1(a)




 









 







issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Issuer may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuer
will not be affected by any notice to the contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.



          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.



          Payment of the principal of, and interest and Make-Whole Amount, if any, on this Note, and all
other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of a
Parent Guaranty dated as of September o, 2008 of the MLP as the parent of the Issuer, as amended
or supplemented from time to time.



          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.



	 	 	 	 	 
	 	EL PASO PIPELINE PARTNERS
OPERATING COMPANY, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit 1.1(a)





 









 








EXHIBIT 1.1(b)




[FORM OF SERIES B SENIOR NOTE]



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION THEREFROM.




EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

7.93% SENIOR NOTE, SERIES 2008-B

DUE SEPTEMBER 30, 2012




	 	 	 
	No. B-[___]

	 	[Date]
	$[______]

	 	PPN: 28370T A@8






          FOR VALUE RECEIVED, the undersigned, EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a
Delaware limited liability company (“Issuer”), promises to pay to [______], or registered assigns,
the principal sum of $[______] on September 30, 2012, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.93% per
annum from the date hereof, payable semiannually in arrears on the last day of March and September
in each year, commencing on March 31, 2009, until the principal hereof shall have become due and
payable (whether at maturity, on prepayment or otherwise), and (b) to the extent permitted by
applicable law, on any overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of Make-Whole Amount (as defined in the Note Purchase
Agreement referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time equal to 2% over the
rate of interest specified in clause (a) above.



          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Bank of
America, N.A. in New York, New York or at such other place as the Issuer shall have designated by
written notice to the holder of this Note as provided in the Note Purchase Agreement referred to
below.



          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September [ ], 2008 (as from time to time amended, the “Note
Purchase Agreement”), among the Issuer, the MLP, and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the
Note Purchase Agreement and (ii) to have made the representations set forth in Section 6.2
of the Note Purchase Agreement.



          This Note has been registered with the Issuer and, as provided in the Note Purchase Agreement,
upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s
attorney duly authorized in writing, a new Note for a like principal amount will be




Exhibit 1.1(b)




 









 







issued to, and
registered in the name of, the transferee. Prior to due presentment for registration of transfer,
the Issuer may treat the person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Issuer will not be affected by any
notice to the contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.



          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.



          Payment of the principal of, and interest and Make-Whole Amount, if any, on this Note, and all
other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of a
Parent Guaranty dated as of September [ ], 2008 of the MLP as the parent of the Issuer, as amended
or supplemented from time to time.



          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.



	 	 	 	 	 
	 	EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

 	 
	 	By:  	





 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit 1.1(b)




 









 








EXHIBIT 1.1(c)




[FORM OF SERIES C SENIOR NOTE]



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION THEREFROM.




EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

8.00% SENIOR NOTE, SERIES 2008-C

DUE SEPTEMBER 30, 2013




	 	 	 
	No. C-[___]

	 	[Date]
	$[______]

	 	PPN: 28370T A#6






          FOR VALUE RECEIVED, the undersigned, EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a
Delaware limited liability company (“Issuer”), promises to pay to [______], or registered assigns,
the principal sum of $[______] on September 30, 2013, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 8.00% per
annum from the date hereof, payable semiannually in arrears on the last day of March and September
in each year, commencing on March 31, 2009, until the principal hereof shall have become due and
payable (whether at maturity, on prepayment or otherwise), and (b) to the extent permitted by
applicable law, on any overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of Make-Whole Amount (as defined in the Note Purchase
Agreement referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time equal to 2% over the
rate of interest specified in clause (a) above.



          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Bank of
America, N.A. in New York, New York or at such other place as the Issuer shall have designated by
written notice to the holder of this Note as provided in the Note Purchase Agreement referred to
below.



          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September [ ], 2008 (as from time to time amended, the “Note
Purchase Agreement”), among the Issuer, the MLP, and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the
Note Purchase Agreement and (ii) to have made the representations set forth in Section 6.2
of the Note Purchase Agreement.



          This Note has been registered with the Issuer and, as provided in the Note Purchase Agreement,
upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s
attorney duly authorized in writing, a new Note for a like principal amount will be




Exhibit 1.1(c)





 









 







issued to, and
registered in the name of, the transferee. Prior to due presentment for registration of transfer,
the Issuer may treat the person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Issuer will not be affected by any
notice to the contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.



          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.



          Payment of the principal of, and interest and Make-Whole Amount, if any, on this Note, and all
other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of a
Parent Guaranty dated as of September [ ], 2008 of the MLP as the parent of the Issuer, as amended
or supplemented from time to time.



          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.



	 	 	 	 	 
	 	EL PASO PIPELINE PARTNERS
OPERATING COMPANY, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit 1.1(c)





 









 








EXHIBIT 1.1(d)




[FORM OF SERIES D SENIOR NOTE]



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION THEREFROM.




EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

FLOATING RATE SENIOR NOTE, SERIES 2008-D

DUE SEPTEMBER 30, 2012




	 	 	 
	No. D-[______]

	 	[Date]
	$[______]

	 	PPN: 28370T B*9






          FOR VALUE RECEIVED, the undersigned, EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a
Delaware limited liability company (“Issuer”), promises to pay to [______], or registered assigns,
the principal sum of $[______] on September 30, 2012, with interest (computed on the basis of a
360-day year and actual days elapsed) (a) on the unpaid balance thereof at a floating rate equal to
the Applicable Floating Rate (as defined in the Note Purchase Agreement referred to below) from the
date hereof, payable quarterly in arrears on the last day of March, June, September and December in
each year, commencing on December 31, 2008, until the principal hereof shall have become due and
payable (whether at maturity, on prepayment or otherwise), and (b) to the extent permitted by
applicable law, on any overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of LIBOR Breakage Amount (as defined in the Note
Purchase Agreement referred to below), payable quarterly as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time equal to 2% over the
rate of interest specified in clause (a) above.



          Payments of principal of, interest on and any LIBOR Breakage Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal office of Bank of
America, N.A. in New York, New York or at such other place as the Issuer shall have designated by
written notice to the holder of this Note as provided in the Note Purchase Agreement referred to
below.



          This Note is one of a series of Floating Rate Senior Notes (herein called the “Notes”) issued
pursuant to a Note Purchase Agreement dated as of September [ ], 2008 (as from time to time
amended, the “Note Purchase Agreement”), among the Issuer, the MLP, and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the representations set
forth in Section 6.2 of the Note Purchase Agreement.



          This Note has been registered with the Issuer and, as provided in the Note Purchase Agreement,
upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s
attorney duly authorized in writing, a new Note for a like principal amount will be




Exhibit 1.1(d)




 









 







issued to, and
registered in the name of, the transferee. Prior to due presentment for registration of transfer,
the Issuer may treat the person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Issuer will not be affected by any
notice to the contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.



          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable LIBOR Breakage Amount) and with the effect provided in the Note
Purchase Agreement.



          Payment of the principal of, and interest and LIBOR Breakage Amount, if any, on this Note, and
all other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of a
Parent Guaranty dated as of September [ ], 2008 of the MLP as the parent of the Issuer, as amended
or supplemented from time to time.



          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.



	 	 	 	 	 
	 	EL PASO PIPELINE PARTNERS
OPERATING COMPANY, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Exhibit 1.1(d)





 









 








EXHIBIT 1.3(a)




[FORM OF SUBSIDIARY GUARANTY]





          THIS GUARANTY (this “Guaranty”) dated [______], 2008 is made by the undersigned (the
“Guarantor”), in favor of the holders from time to time of the Notes hereinafter referred to,
including each purchaser named in the Note Purchase Agreement hereinafter referred to, and their
respective successors and assigns (collectively, the “Holders” and each individually, a “Holder”).



W
I T N E S S E T H:




          WHEREAS, EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a Delaware limited liability
company (“Issuer”), and the Holders have entered into a Note Purchase Agreement dated as of
September o, 2008 (the Note Purchase Agreement as amended, supplemented, restated or otherwise
modified from time to time in accordance with its terms and in effect, the “Note Purchase
Agreement”);



          WHEREAS, the Note Purchase Agreement provides for the issuance by the Issuer of $175,000,000
aggregate principal amount of Notes (as defined in the Note Purchase Agreement);



          WHEREAS, the Issuer directly or indirectly owns all or a substantial portion of the issued and
outstanding capital stock or membership interests, as the case may be, of the Guarantor and, by
virtue of such ownership and otherwise, such Guarantor will derive substantial benefits from the
purchase by the Holders of the Issuer’s Notes; and



          WHEREAS, pursuant to Section 9.7 of the Note Purchase Agreement, the Guarantor is
required to execute and deliver this Guaranty;



          NOW, THEREFORE, in consideration of the premises and other benefits to the Guarantor and for
other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the
Guarantor makes this Guaranty as follows:



          SECTION 1. Definitions. Any capitalized terms not otherwise herein defined shall
have the meanings attributed to them in the Note Purchase Agreement.



          SECTION 2. Guaranty. The Guarantor unconditionally and irrevocably guarantees to the
Holders the due, prompt and complete payment by the Issuer of the principal of, make-whole amount,
prepayment premium or breakage costs, if any, and interest on, and each other amount due under, the
Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at
stated maturity or by required or optional prepayment or by acceleration or otherwise) in
accordance with the terms of the Notes and the Note Purchase Agreement (the Notes and the Note
Purchase Agreement being sometimes hereinafter collectively referred to as the “Note Documents” and
the amounts payable by the Issuer under
the Note Documents, and all other monetary obligations of the Issuer thereunder (including any
attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the
“Obligations”). This Guaranty is a guaranty of payment and not just of collectability and is in no




Exhibit 1.3(a)




 









 







way conditioned or contingent upon any attempt to collect from the Issuer or upon any other event,
contingency or circumstance whatsoever. If for any reason whatsoever the Issuer shall fail or be
unable duly, punctually and fully to pay such amounts as and when the same shall become due and
payable, the Guarantor, without demand, presentment, protest or notice of any kind, will forthwith
pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in
lawful money of the United States, at the place specified in the Note Purchase Agreement, or
perform or comply with the same or cause the same to be performed or complied with, together with
interest (to the extent provided for under such Note Documents) on any amount due and owing from
the Issuer. The Guarantor, promptly after demand, will pay to the Holders the reasonable costs and
expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without
limitation, the reasonable fees and expenses of counsel. Notwithstanding the foregoing, the right
of recovery against the Guarantor under this Guaranty is limited to the extent it is judicially
determined with respect to any Guarantor that entering into this Guaranty would violate Section 548
of the United States Bankruptcy Code or any comparable provisions of any state law, in which case
such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest
amount that would not render such Guarantor’s obligations hereunder subject to avoidance under
Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.




          SECTION 3. Guarantor’s Obligations Unconditional. The obligations of the Guarantor
under this Guaranty shall be primary, absolute and unconditional obligations of the Guarantor,
shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment,
suspension, deferment, reduction or defense based upon any claim the Guarantor or any other person
may have against the Issuer or any other person, and to the full extent permitted by applicable law
shall remain in full force and effect without regard to, and shall not be released, discharged or
in any way affected by, any circumstance or condition whatsoever (whether or not the Guarantor or
the Issuer shall have any knowledge or notice thereof), including:




     (a) any termination, amendment or modification of or deletion from or addition
or supplement to or other change in any of the Note Documents or any other
instrument or agreement applicable to any of the parties to any of the Note
Documents;




     (b) any furnishing or acceptance of any security, or any release of any
security, for the Obligations, or the failure of any security or the failure of any
person to perfect any interest in any collateral;




     (c) any failure, omission or delay on the part of the Issuer to conform or
comply with any term of any of the Note Documents or any other instrument or
agreement referred to in paragraph (a) above, including, without limitation, failure
to give notice to any Guarantor of the occurrence of a “Default” or an “Event of
Default” under any Note Document;




     (d) any waiver of the payment, performance or observance of any of the
obligations, conditions, covenants or agreements contained in any Note Document, or
any other waiver, consent, extension, indulgence, compromise,



 









 






settlement, release or
other action or inaction under or in respect of any of the Note Documents or any
other instrument or agreement referred to in paragraph (a) above or any obligation
or liability of the Issuer, or any exercise or non-exercise of any right, remedy,
power or privilege under or in respect of any such instrument or agreement or any
such obligation or liability;




     (e) any failure, omission or delay on the part of any of the Holders to
enforce, assert or exercise any right, power or remedy conferred on such Holder in
this Guaranty, or any such failure, omission or delay on the part of such Holder in
connection with any Note Document, or any other action on the part of such Holder;




     (f) any voluntary or involuntary bankruptcy, insolvency, reorganization,
arrangement, readjustment, assignment for the benefit of creditors, composition,
receivership, conservatorship, custodianship, liquidation, marshaling of assets and
liabilities or similar proceedings with respect to either of the Issuer, any other
Guarantor or any other person or any of their respective properties or creditors, or
any action taken by any trustee or receiver or by any court in any such proceeding;




     (g) any discharge, termination, cancellation, frustration, irregularity,
invalidity or unenforceability, in whole or in part, of any of the Note Documents or
any other agreement or instrument referred to in paragraph (a) above or any term
hereof;




     (h) any merger or consolidation of either of the Issuer or any Guarantor into
or with any other Person, or any sale, lease or transfer of any of the assets of the
Issuer or any Guarantor to any other person;




     (i) any change in the ownership of any shares of capital stock of either of the
Issuer or any change in the corporate relationship between either of the Issuer and
any Guarantor, or any termination of such relationship;




     (j) any release or discharge, by operation of law, of any other Guarantor from
the performance or observance of any obligation, covenant or agreement contained in
this Guaranty; or




     (k) any other occurrence, circumstance, happening or event whatsoever, whether
similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any
other circumstance which might otherwise constitute a legal or equitable defense
(other than the defense of payment) or discharge of the liabilities of a guarantor
or surety or which might otherwise limit recourse against any Guarantor.



 









 





          SECTION 4. Full Recourse Obligations. The obligations of the Guarantor set forth
herein constitute the full recourse obligations of such Guarantor enforceable against it (subject
to the last sentence of Section 2) to the full extent of all its assets and properties.



          SECTION 5. Waiver. The Guarantor unconditionally waives, to the extent permitted by
applicable law, (a) notice of any of the matters referred to in Section 3, (b) notice to
such Guarantor of the incurrence of any of the Obligations, notice to such Guarantor or the Issuer
of any breach or default by such Guarantor or the Issuer with respect to any of the Obligations or
any other notice that may be required, by statute, rule of law or otherwise, to preserve any rights
of the Holders against such Guarantor, (c) presentment to or demand of payment from the Issuer or
any Guarantor with respect to any amount due under any Note Document or protest for nonpayment or
dishonor, (d) any right to the enforcement, assertion or exercise by any of the Holders of any
right, power, privilege or remedy conferred in the Note Purchase Agreement or any other Note
Document or otherwise, (e) any requirement of diligence on the part of any of the Holders, (f) any
requirement to exhaust any remedies or to mitigate the damages resulting from any default under any
Note Document, (g) any notice of any sale, transfer or other disposition by any of the Holders of
any right, title to or interest in the Note Purchase Agreement or in any other Note Document and
(h) any other circumstance whatsoever which might otherwise constitute a legal or equitable
discharge, release (other than a release of such Guarantor herefrom pursuant to Section
1.3(c) of the Note Purchase Agreement) or defense of a guarantor or surety (other than the
defense of payment) or which might otherwise limit recourse against such Guarantor.



          SECTION 6. Subrogation, Contribution, Reimbursement or Indemnity. Until all
Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action
pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to
any of the rights (whether contractual, under the United States Bankruptcy Code, as amended,
including Section 509 thereof, under common law or otherwise) of any of the Holders against the
Issuer or against any collateral security or guaranty or right of offset held by the Holders for
the payment of the Obligations. Until all Obligations have been indefeasibly paid in full, the
Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other
rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or
against the Issuer which may have arisen in connection with this Guaranty. So long as any
Obligations remain outstanding, if any amount shall be paid by or on behalf of the Issuer to any
Guarantor on account of any of the rights waived in this Section 6, such amount shall be
held by such Guarantor in trust, segregated from other funds of such Guarantor, and shall,
forthwith upon receipt by such Guarantor, be turned over to the Holders (duly endorsed by such
Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the Holders may determine. The provisions of this Section 6
shall survive the term of this Guaranty and the payment in full of the Obligations.



          SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty shall continue to be
effective or be automatically reinstated, as the case may be, if at any time payment, in whole or
in part, of any of the sums due to any of the Holders pursuant to the terms of the Note Purchase
Agreement or any other Note Document is rescinded or must otherwise be restored or returned by such
Holder upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Issuer or any other person, or upon or as a result of the appointment of a



 









 




custodian, receiver, trustee or other officer with similar powers with respect to the Issuer or
other person or any substantial part of its property, or otherwise, all as though such payment had
not been made. If an event permitting the acceleration of the maturity of the principal amount of
the Notes shall at any time have occurred and be continuing, and such acceleration shall at such
time be prevented by reason of the pendency against the Issuer or any other person of a case or
proceeding under a bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this
Guaranty and its obligations hereunder, the maturity of the principal amount of the Notes and all
other Obligations shall be deemed to have been accelerated with the same effect as if any Holder
had accelerated the same in accordance with the terms of the Note Purchase Agreement or other
applicable Note Document, and such Guarantor shall forthwith pay such principal amount, make-whole
amount, prepayment premium or breakage costs, if any, and interest thereon and any other amounts
guaranteed hereunder without further notice or demand.




          SECTION 8. Term of Agreement. This Guaranty and all guaranties, covenants and
agreements of the Guarantor contained herein shall continue in full force and effect and shall not
be discharged until such time as all of the Obligations shall be paid and performed in full and all
of the agreements of such Guarantor hereunder shall be duly paid and performed in full; provided
that the Guarantor shall be automatically and immediately released herefrom without any further act
by any Person as provided in Section 1.3(c) of the Note Purchase Agreement.



          SECTION 9. Representations and Warranties. The Guarantor represents and warrants to
each Holder that:




     (a) it is a corporation, limited partnership or limited liability company, as
the case may be, duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization and has the corporate, limited partnership
or limited liability company, as the case may be, power and authority to own and
operate its property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged;




     (b) it has the corporate, limited partnership or limited liability company, as
the case may be, power and authority and the legal right to execute and deliver, and
to perform its obligations under, this Guaranty, and has taken all necessary
corporate, limited partnership or limited liability company, as the case may be,
action to authorize its execution, delivery and performance of this Guaranty;




     (c) this Guaranty constitutes a legal, valid and binding obligation of the
Guarantor enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent
transfer, moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law);




     (d) the execution, delivery and performance of this Guaranty will not violate
any provision of any requirement of law or material contractual obligation
of the Guarantor and will not result in or require the creation or imposition
of any



 









 






Lien on any of the properties, revenues or assets of the Guarantor pursuant
to the provisions of any material contractual obligation of the Guarantor or any
requirement of law;




     (e) no consent or authorization of, filing with, or other act by or in respect
of, any arbitrator or Governmental Authority is required as to the Guarantor in
connection with the execution, delivery or performance of this Guaranty by the
Guarantor or the validity or enforceability of this Guaranty; and




     (f) the execution, delivery and performance of this Guaranty by the Guarantor
will not violate any provision of any order, judgment, writ, award or decree of any
court, arbitrator or Governmental Authority, domestic or foreign, applicable to the
Guarantor or of the certificate or articles of incorporation, by-laws, certificate
of formation, articles of organization or operating agreement, as applicable, of the
Guarantor or of any securities issued by the Guarantor.



          SECTION 10. Notices. All notices and communications provided for hereunder shall be
in writing and sent (a) by facsimile if the sender on the same day sends a confirming copy of such
notice by a recognized overnight delivery service (charges prepaid), (b) by registered or certified
mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery
service (with charges prepaid), addressed (a) if to the Issuer or any Holder at the address or
telecopy number set forth in the Note Purchase Agreement or (b) if to the Guarantor, in care of the
Issuer at the Issuer’s address or telecopy number set forth in the Note Purchase Agreement, or in
each case at such other address or telecopy number as the Issuer, any Holder or the Guarantor shall
from time to time designate in writing to the other parties. Any notice so addressed shall be
deemed to be given when actually received.



          SECTION 11. Survival. All warranties, representations and covenants made by the
Guarantor herein or in any certificate or other instrument delivered by it or on its behalf
hereunder shall be considered to have been relied upon by the Holders and shall survive the
execution and delivery of this Guaranty, regardless of any investigation made by any of the
Holders. All statements in any such certificate or other instrument shall constitute warranties
and representations by the Guarantor hereunder.



          SECTION 12. Jurisdiction and Process; Waiver of Jury Trial.




     (a) The Guarantor irrevocably submits to the non-exclusive jurisdiction of any
New York or federal court sitting in New York City, Borough of Manhattan, over any
suit, action or proceeding arising out of or relating solely to this Agreement or
the Notes. To the fullest extent permitted by applicable law, the Guarantor
irrevocably waives and agrees not to assert, by way of motion, as a defense or
otherwise, any claim that it is not subject to the jurisdiction of any such court,
any objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding brought in any such court and any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.



 









 






     (b) The Guarantor agrees, to the fullest extent permitted by applicable law,
that a final judgment in any suit, action or proceeding of the nature referred to in
Section 22.2(a) brought in any such court shall be conclusive and binding
upon it subject to rights of appeal, as the case may be, and may be enforced in the
courts of the United States of America or the State of New York (or any other courts
to the jurisdiction of which it or any of its assets is or may be subject) by a suit
upon such judgment.




     (c) The Issuer consents to process being served in any suit, action or
proceeding solely of the nature referred to in Section 12(a) by mailing a
copy thereof by registered or certified or priority mail, postage prepaid, return
receipt requested, or delivering a copy thereof in the manner for delivery of
notices specified in Section 10, to it. The Guarantor agrees that such
service upon receipt (i) shall be deemed in every respect effective service of
process upon it in any such suit, action or proceeding and (ii) shall, to the
fullest extent permitted by applicable law, be taken and held to be valid personal
service upon and personal delivery to it. Notices hereunder shall be conclusively
presumed received as evidenced by a delivery receipt furnished by the United States
Postal Service or any reputable commercial delivery service.




     (d) Nothing in this Section 12 shall affect the right of any holder of
a Note to serve process in any manner permitted by law, or limit any right that the
holders of any of the Notes may have to bring proceedings against the Issuer in the
courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment
obtained in one jurisdiction in any other jurisdiction.




     (e) THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT
TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH
OR THEREWITH.



          SECTION 13. Miscellaneous. Any provision of this Guaranty that 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, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law,
the Guarantor hereby waives any provision of law that renders any provisions hereof prohibited or
unenforceable in any respect. The terms of this Guaranty shall be binding upon, and inure to the
benefit of, the Guarantor and the Holders and their respective successors and assigns. No term or
provision of this Guaranty may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the Guarantor and each Holder, except for a release and discharge
of this Guaranty permitted by, and in compliance with, Section 1.3(c) of the Note Purchase
Agreement. The section and paragraph headings in this Guaranty are for convenience of reference
only and shall not modify, define, expand or limit any of the terms or provisions hereof, and all
references herein to numbered sections, unless otherwise indicated,
are to sections in this Guaranty. This Guaranty shall be construed and enforced in accordance



 









 




with, and the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require the application of
the laws of a jurisdiction other than such State.







 









 








          IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed as of the day
and year first above written.



	 	 	 	 	 
	 	[SUBSIDIARY GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT 1.3(b)




[FORM OF PARENT GUARANTY]





          THIS PARENT GUARANTY (this “Guaranty”) dated [______], 2008 is made by EL PASO PIPELINE
PARTNERS, L.P., a Delaware limited partnership (“Guarantor”), in favor of the holders from time to
time of the Notes hereinafter referred to, including each purchaser named in the Note Purchase
Agreement hereinafter referred to, and their respective successors and assigns (collectively, the
“Holders” and each individually, a “Holder”).



W
I T N E S S E T H:




          WHEREAS, EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a Delaware limited liability
company (“Issuer”), and the Holders have entered into a Note Purchase Agreement dated as of
September [ ], 2008 (the Note Purchase Agreement as amended, supplemented, restated or otherwise
modified from time to time in accordance with its terms and in effect, the “Note Purchase
Agreement”);



          WHEREAS, the Note Purchase Agreement provides for the issuance by the Issuer of $175,000,000
aggregate principal amount of Notes (as defined in the Note Purchase Agreement);



          WHEREAS, Guarantor directly or indirectly owns all of the issued and outstanding membership
interests or partnership interests, as the case may be, of the Issuer and, by virtue of such
ownership and otherwise, Guarantor will derive substantial benefits from the purchase by the
Holders of the Issuer’s Notes;



          WHEREAS, it is a condition precedent to the obligation of the Holders to purchase the Notes
that Guarantor shall have executed and delivered this Guaranty to the Holders; and



          WHEREAS, Guarantor desires to execute and deliver this Guaranty to satisfy the conditions
described in the preceding paragraph;



          NOW, THEREFORE, in consideration of the premises and other benefits to Guarantor and for other
good and valuable consideration, the receipt and sufficiency of which are acknowledged, Guarantor
makes this Guaranty as follows:



          SECTION 1. Definitions. Any capitalized terms not otherwise herein defined shall
have the meanings attributed to them in the Note Purchase Agreement.



          SECTION 2. Guaranty. Guarantor unconditionally and irrevocably guarantees to the
Holders the due, prompt and complete payment by the Issuer of the principal of, make-whole amount,
prepayment premium or breakage costs, if any, and interest on, and each other amount due under, the
Notes or the Note Purchase Agreement, when and as the same shall become due and payable (whether at
stated maturity or by required or optional prepayment or by acceleration
or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (the
Notes and the Note Purchase Agreement being sometimes hereinafter collectively referred to as the
“Note Documents” and the amounts payable by the Issuer under the Note Documents, and all



 









 




other
monetary obligations of the Issuer thereunder (including any attorneys’ fees and expenses), being
sometimes collectively hereinafter referred to as the “Obligations”). This Guaranty is a guaranty
of payment and not just of collectability and is in no way conditioned or contingent upon any
attempt to collect from the Issuer or upon any other event, contingency or circumstance whatsoever.
If for any reason whatsoever the Issuer shall fail or be unable duly, punctually and fully to pay
such amounts as and when the same shall become due and payable, Guarantor, without demand,
presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to
the Holders under the terms of such Note Documents, in lawful money of the United States, at the
place specified in the Note Purchase Agreement, or perform or comply with the same or cause the
same to be performed or complied with, together with interest (to the extent provided for under
such Note Documents) on any amount due and owing from the Issuer. Guarantor, promptly after
demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or
otherwise enforcing this Guaranty, including, without limitation, the reasonable fees and expenses
of counsel. Notwithstanding the foregoing, the right of recovery against Guarantor under this
Guaranty is limited to the extent it is judicially determined with respect to Guarantor that
entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any
comparable provisions of any state law, in which case Guarantor shall be liable under this Guaranty
only for amounts aggregating up to the largest amount that would not render Guarantor’s obligations
hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provisions of any state law.




          SECTION 3. Guarantor’s Obligations Unconditional. The obligations of Guarantor under
this Guaranty shall be primary, absolute and unconditional obligations of Guarantor, shall not be
subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension,
deferment, reduction or defense based upon any claim Guarantor or any other person may have against
the Issuer or any other person, and to the full extent permitted by applicable law shall remain in
full force and effect without regard to, and shall not be released, discharged or in any way
affected by, any circumstance or condition whatsoever (whether or not Guarantor or the Issuer shall
have any knowledge or notice thereof), including:




     (a) any termination, amendment or modification of or deletion from or addition
or supplement to or other change in any of the Note Documents or any other
instrument or agreement applicable to any of the parties to any of the Note
Documents;




     (b) any furnishing or acceptance of any security, or any release of any
security, for the Obligations, or the failure of any security or the failure of any
person to perfect any interest in any collateral;




     (c) any failure, omission or delay on the part of the Issuer to conform or
comply with any term of any of the Note Documents or any other instrument or
agreement referred to in paragraph (a) above, including, without limitation, failure
to give notice to Guarantor of the occurrence of a “Default” or an “Event of
Default” under any Note Document;




     (d) any waiver of the payment, performance or observance of any of the
obligations, conditions, covenants or agreements contained in any Note



 









 






Document, or
any other waiver, consent, extension, indulgence, compromise, settlement, release or
other action or inaction under or in respect of any of the Note Documents or any
other instrument or agreement referred to in paragraph (a) above or any obligation
or liability of the Issuer, or any exercise or non-exercise of any right, remedy,
power or privilege under or in respect of any such instrument or agreement or any
such obligation or liability;




     (e) any failure, omission or delay on the part of any of the Holders to
enforce, assert or exercise any right, power or remedy conferred on such Holder in
this Guaranty, or any such failure, omission or delay on the part of such Holder in
connection with any Note Document, or any other action on the part of such Holder;




     (f) any voluntary or involuntary bankruptcy, insolvency, reorganization,
arrangement, readjustment, assignment for the benefit of creditors, composition,
receivership, conservatorship, custodianship, liquidation, marshaling of assets and
liabilities or similar proceedings with respect to either of the Issuer, any other
guarantor or any other person or any of their respective properties or creditors, or
any action taken by any trustee or receiver or by any court in any such proceeding;




     (g) any discharge, termination, cancellation, frustration, irregularity,
invalidity or unenforceability, in whole or in part, of any of the Note Documents or
any other agreement or instrument referred to in paragraph (a) above or any term
hereof;




     (h) any merger or consolidation of either of the Issuer or Guarantor into or
with any other Person, or any sale, lease or transfer of any of the assets of the
Issuer or Guarantor to any other person;




     (i) any change in the ownership of any shares of capital stock of either of the
Issuer or any change in the corporate relationship between either of the Issuer and
Guarantor, or any termination of such relationship;




     (j) any release or discharge, by operation of law, of any other Guarantor from
the performance or observance of any obligation, covenant or agreement contained in
any other guaranty; or




     (k) any other occurrence, circumstance, happening or event whatsoever, whether
similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any
other circumstance which might otherwise constitute a legal or equitable defense
(other than the defense of payment) or discharge of the
liabilities of a guarantor or surety or which might otherwise limit recourse
against Guarantor.



 









 





          SECTION 4. Full Recourse Obligations. The obligations of Guarantor set forth herein
constitute the full recourse obligations of Guarantor enforceable against it (subject to the last
sentence of Section 2) to the full extent of all its assets and properties.



          SECTION 5. Waiver. Guarantor unconditionally waives, to the extent permitted by
applicable law, (a) notice of any of the matters referred to in Section 3, (b) notice to
Guarantor of the incurrence of any of the Obligations, notice to Guarantor or the Issuer of any
breach or default by Guarantor or the Issuer with respect to any of the Obligations or any other
notice that may be required, by statute, rule of law or otherwise, to preserve any rights of the
Holders against Guarantor, (c) presentment to or demand of payment from the Issuer or Guarantor
with respect to any amount due under any Note Document or protest for nonpayment or dishonor, (d)
any right to the enforcement, assertion or exercise by any of the Holders of any right, power,
privilege or remedy conferred in the Note Purchase Agreement or any other Note Document or
otherwise, (e) any requirement of diligence on the part of any of the Holders, (f) any requirement
to exhaust any remedies or to mitigate the damages resulting from any default under any Note
Document, (g) any notice of any sale, transfer or other disposition by any of the Holders of any
right, title to or interest in the Note Purchase Agreement or in any other Note Document and (h)
any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge,
release (other than a release of Guarantor herefrom pursuant to Section 1.3(c) of the Note
Purchase Agreement) or defense of a guarantor or surety (other than the defense of payment) or
which might otherwise limit recourse against Guarantor.



          SECTION 6. Subrogation, Contribution, Reimbursement or Indemnity. Until all
Obligations have been indefeasibly paid in full, Guarantor agrees not to take any action pursuant
to any rights which may have arisen in connection with this Guaranty to be subrogated to any of the
rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section
509 thereof, under common law or otherwise) of any of the Holders against the Issuer or against any
collateral security or guaranty or right of offset held by the Holders for the payment of the
Obligations. Until all Obligations have been indefeasibly paid in full, Guarantor agrees not to
take any action pursuant to any contractual, common law, statutory or other rights of
reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the
Issuer which may have arisen in connection with this Guaranty. So long as any Obligations remain
outstanding, if any amount shall be paid by or on behalf of the Issuer to Guarantor on account of
any of the rights waived in this Section 6, such amount shall be held by Guarantor in
trust, segregated from other funds of Guarantor, and shall, forthwith upon receipt by Guarantor, be
turned over to the Holders (duly endorsed by Guarantor to the Holders, if required), to be applied
against the Obligations, whether matured or unmatured, in such order as the Holders may determine.
The provisions of this Section 6 shall survive the term of this Guaranty and the payment in
full of the Obligations.



          SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty shall continue to be
effective or be automatically reinstated, as the case may be, if at any time payment, in whole or
in part, of any of the sums due to any of the Holders pursuant to the terms of the Note Purchase
Agreement or any other Note Document is rescinded or must otherwise be
restored or returned by such Holder upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of either of the Issuer or any other person, or upon or as a result of the
appointment of a custodian, receiver, trustee or other officer with similar powers with respect to



 









 




either of the Issuer or other person or any substantial part of its property, or otherwise, all as
though such payment had not been made. If an event permitting the acceleration of the maturity of
the principal amount of the Notes shall at any time have occurred and be continuing, and such
acceleration shall at such time be prevented by reason of the pendency against the Issuer or any
other person of a case or proceeding under a bankruptcy or insolvency law, Guarantor agrees that,
for purposes of this Guaranty and its obligations hereunder, the maturity of the principal amount
of the Notes and all other Obligations shall be deemed to have been accelerated with the same
effect as if any Holder had accelerated the same in accordance with the terms of the Note Purchase
Agreement or other applicable Note Document, and Guarantor shall forthwith pay such principal
amount, make-whole amount, prepayment premium or breakage costs, if any, and interest thereon and
any other amounts guaranteed hereunder without further notice or demand.




          SECTION 8. Term of Agreement. This Guaranty and all guaranties, covenants and
agreements of Guarantor contained herein shall continue in full force and effect and shall not be
discharged until such time as all of the Obligations shall be paid and performed in full and all of
the agreements of Guarantor hereunder shall be duly paid and performed in full; provided that
Guarantor shall be automatically and immediately released herefrom without any further act by any
Person as provided in Section 1.3(c) of the Note Purchase Agreement.



          SECTION 9. RESERVED.



          SECTION 10. Notices. All notices and communications provided for hereunder shall be
in writing and sent (a) by facsimile if the sender on the same day sends a confirming copy of such
notice by a recognized overnight delivery service (charges prepaid), (b) by registered or certified
mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery
service (with charges prepaid), addressed (a) if to the Issuer or any Holder at the address or
telecopy number set forth in the Note Purchase Agreement or (b) if to Guarantor, in care of the
Issuer at the Issuer’ address or telecopy number set forth in the Note Purchase Agreement, or in
each case at such other address or telecopy number as the Issuer, any Holder or Guarantor shall
from time to time designate in writing to the other parties. Any notice so addressed shall be
deemed to be given when actually received.



          SECTION 11. Survival. All warranties, representations and covenants made by
Guarantor herein or in any certificate or other instrument delivered by it or on its behalf
hereunder shall be considered to have been relied upon by the Holders and shall survive the
execution and delivery of this Guaranty, regardless of any investigation made by any of the
Holders. All statements in any such certificate or other instrument shall constitute warranties
and representations by Guarantor hereunder.



          SECTION 12. Jurisdiction and Process; Waiver of Jury Trial.




     (a) Guarantor irrevocably submits to the non-exclusive jurisdiction of any New
York or federal court sitting in New York City, Borough of Manhattan, over any suit,
action or proceeding arising out of or relating solely to this
Agreement or the Notes. To the fullest extent permitted by applicable law,
Guarantor irrevocably waives and agrees not to assert, by way of motion, as a
defense or otherwise, any claim that it is not subject to the jurisdiction of any
such



 









 






court, any objection that it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum.




     (b) Guarantor agrees, to the fullest extent permitted by applicable law, that a
final judgment in any suit, action or proceeding of the nature referred to in
Section 22.2(a) brought in any such court shall be conclusive and binding
upon it subject to rights of appeal, as the case may be, and may be enforced in the
courts of the United States of America or the State of New York (or any other courts
to the jurisdiction of which it or any of its assets is or may be subject) by a suit
upon such judgment.




     (c) The Issuer consents to process being served in any suit, action or
proceeding solely of the nature referred to in Section 12(a) by mailing a
copy thereof by registered or certified or priority mail, postage prepaid, return
receipt requested, or delivering a copy thereof in the manner for delivery of
notices specified in Section 10, to it. Guarantor agrees that such service
upon receipt (i) shall be deemed in every respect effective service of process upon
it in any such suit, action or proceeding and (ii) shall, to the fullest extent
permitted by applicable law, be taken and held to be valid personal service upon and
personal delivery to it. Notices hereunder shall be conclusively presumed received
as evidenced by a delivery receipt furnished by the United States Postal Service or
any reputable commercial delivery service.




     (d) Nothing in this Section 12 shall affect the right of any holder of
a Note to serve process in any manner permitted by law, or limit any right that the
holders of any of the Notes may have to bring proceedings against the Issuer in the
courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment
obtained in one jurisdiction in any other jurisdiction.




     (e) GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO
THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR
THEREWITH.



          SECTION 13. Miscellaneous. Any provision of this Guaranty that 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, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law,
Guarantor hereby waives any provision of law that renders any provisions hereof prohibited or
unenforceable in any respect. The terms of this Guaranty shall be binding upon, and inure to
the benefit of, Guarantor and the Holders and their respective successors and assigns. No
term or provision of this Guaranty may be changed, waived, discharged or terminated orally, but
only by an instrument in writing signed by Guarantor and each Holder, except for a release and
discharge



 









 




of this Guaranty permitted by, and in compliance with, Section 1.3(c) of the Note
Purchase Agreement. The section and paragraph headings in this Guaranty are for convenience of
reference only and shall not modify, define, expand or limit any of the terms or provisions hereof,
and all references herein to numbered sections, unless otherwise indicated, are to sections in this
Guaranty. This Guaranty shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State that would require the application of the laws of a jurisdiction other
than such State.







 









 








          IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed as of the day and
year first above written.



	 	 	 	 	 
	 	EL PASO PIPELINE PARTNERS, L.P.

 	 
	 	By:  	El Paso Pipeline GP Company L.L.C., its general partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT 4.4(a)




FORM OF OPINIONS OF COUNSEL

TO THE ISSUER AND THE MLP



A. General Counsel Opinion




[Opinion of General Counsel to Issuer]




[LETTERHEAD OF EL PASO PIPELINE GP COMPANY, LLC]

[                    ] ___, 2008



The Purchasers under the

Note Purchase Agreement




     Re: Note Purchase Agreement for El Paso Pipeline Partners Operating Company, L.L.C.


Ladies/Gentlemen:




     This opinion letter is furnished to you in connection with the Note Purchase Agreement, dated
as of [                    ] ___, 2008 (the “Note Purchase Agreement”), among E1 Paso Pipeline
Partners Operating Company, LLC, a Delaware limited liability company (the “Issuer”), El
Paso Pipeline Partners, L.P., a Delaware limited partnership (the “MLP”, together with the
Issuer, the “Opinion Parties”), and the Purchasers party thereto from time to time
(“Purchasers”). Unless the context otherwise requires, all capitalized terms used but not
defined herein have the meanings assigned to such terms in the Note Purchase Agreement.



     I am the Executive Vice President and General Counsel of El Paso Pipeline GP Company, L.L.C.,
a Delaware limited liability company (the “GP”), the general partner of MLP and I, or
attorneys under my supervision and direction, have acted as counsel for GP and the Opinion Parties
in connection with the preparation, execution and delivery of the Note Purchase Agreement and the
other Opinion Documents (hereinafter defined).



     In that connection, I, or attorneys under my supervision and direction, have examined:




	 	(1)	 	an executed counterpart of the Note Purchase Agreement;
	 
	 	(2)	 	an executed counterpart of the Parent Guaranty;
	 
	 	(3)	 	executed counterparts of the Notes (together with the Note Purchase Agreement
and Parent Guaranty, the “Opinion Documents”);
	 
	 	(4)	 	(a) true and correct copies of the certificate of formation and the certificate
of limited partnership, and the limited partnership agreement and the limited liability
company agreement, as amended to date, of each Opinion Party, as the case may be, and
(b) a copy of the certificate of good standing of each Opinion Party, dated as of a
recent date, issued by the Secretary of State of the State of Delaware; and




 









 












	 	(5)	 	other documents furnished to me by the Opinion Parties pursuant to or in
connection with the Opinion Documents.





     I, or attorneys under my supervision and direction, have also examined the originals, or
copies, certified or otherwise identified to our satisfaction, of the agreements, instruments and
other documents, and all of the orders, writs, judgments, awards, injunctions and decrees, which
affect or purport to affect each Opinion Party’s ability to enter into and to perform its
obligations under the Opinion Documents. In addition, I, or attorneys under my supervision and
direction, have examined the originals, or copies certified or otherwise identified to our
satisfaction, of such other corporate records of the Opinion Parties, certificates of public
officials and of officers of the Opinion Parties, and such other agreements, instruments and other
documents, as I have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In all such examinations, I, or such attorneys under my supervision and direction, have
assumed the legal capacity of all natural persons executing agreements and documents, the
genuineness of all signatures on original, certified or reproduction copies of agreements and
documents of all parties (other than, with respect to the Opinion Documents, the Opinion Parties),
the authenticity of original and certified documents and the conformity to original or certified
copies of all copies submitted to such attorneys or me as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, I have relied upon, and
assumed the accuracy of, representations and warranties contained in the Opinion Documents and
certificates and oral or written statements and other information of or from public officials,
officers and/or representatives of the Opinion Parties and others.



     The opinions expressed below are limited to the federal laws of the United States and, to the
extent relevant hereto, the Delaware Limited Liability Company Act and the Delaware Limited
Partnership Act, each as currently in effect. I assume no obligation to supplement this opinion if
any applicable laws change after the date hereof or if I become aware of any facts that might
change the opinions expressed herein after the date hereof.



     Based on the foregoing and upon such investigation as I, or attorneys under my supervision and
direction, have deemed necessary, and subject to the limitations, qualifications and assumptions
set forth herein, I am of the following opinion:




	 	(1)	 	Each Opinion Party (i) is a limited partnership or limited liability company,
as the case may be, duly formed and validly existing in good standing under the laws of
the State of Delaware and (ii) possesses all the limited partnership or limited
liability company powers, as the case may be, to execute, deliver and perform the
Opinion Documents to which it is a party and, in the case of the Issuer, to issue and
sell the Notes.
	 
	 	(2)	 	The execution, delivery, and performance by each Opinion Party of each Opinion
Document to which it is a party:






	 	(a)	 	are within the each Opinion Party ’s limited partnership or
limited liability company powers, as the case may be, and have been duly
authorized by all necessary limited partnership or limited liability company
action of or by the Opinion Parties;




 









 












	 	(b)	 	do not and will not contravene the Opinion Party’s certificate
of formation or certificate of limited partnership and limited partnership or
limited liability company agreements, as the case may be, as amended to date;
	 
	 	(c)	 	do not and will not contravene any U.S. federal law or
regulation applicable to the Opinion Parties (excluding provisions of U.S.
federal law expressly referred to in and covered by the opinion of Bracewell &
Giuliani LLP dated the date hereof and delivered to you in connection with the
transactions contemplated hereby) or any provision of the Delaware Limited
Liability Company Act or the Delaware Limited Partnership Act applicable to the
Opinion Parties; and
	 
	 	(d)	 	do not and will not contravene any order, writ, injunction or
decree of any court or Governmental Authority applicable to any Opinion Party.






	 	(3)	 	Each Opinion Document has been duly executed and delivered by each Opinion
Party to which it is a party.
	 
	 	(4)	 	No authorization or approval or other action by, and no notice to or filing
with, any U.S. federal governmental authority or regulatory body (including, without
limitation, the Federal Energy Regulatory Commission), or any Delaware governmental
authority or regulatory body pursuant to the Delaware Limited Liability Company Act or
the Delaware Limited Partnership Act, is required for the due execution, delivery and
performance by each Opinion Party of any Opinion Document to which it is a party,
except for:






	 	(a)	 	authorizations, approvals and other actions that have been
obtained or taken and notices and filings that have been made, in each case
that are in full force and effect; and
	 
	 	(b)	 	authorizations, approvals, other actions, notices and filings
required in the ordinary course of business in connection with the performance
by each Opinion Party of its obligations under certain covenants and warranties
contained in the Opinion Documents to which it is a party and pursuant to
securities and other laws that may be applicable to the disposition of the
Notes.






	 	(5)	 	To the best of my knowledge, there is no action, suit or proceeding pending or
overtly threatened against or involving the Opinion Parties (a) that, in my judgment
(taking into account the exhaustion of all appeals), would have a Material Adverse
Effect (provided that this opinion does not address any actions, suits, or
proceedings that have been disclosed in the annual report on form 10-K for the fiscal
year ended December 31, 2007 or the quarterly report on form 10-Q for the quarter ended
June 30, 2008, filed by the MLP with the Securities and Exchange Commission) or (b)
that purports to affect the legality, validity, binding effect or enforceability of the
Opinion Documents.




 









 











     The opinions expressed herein are given as of the date hereof. The opinions expressed herein
are limited solely to those expressly set forth herein, and I express no opinions by implication.
The opinions expressed herein are solely for the benefit of the addressees hereof and any other
person or entity becoming a Purchaser under the Note Purchase Agreement in accordance therewith,
and any successor or assign of any Purchaser in accordance with the Note Purchase Agreement, in
each case above, in connection with the transactions referred to herein and may not be relied on by
such addressees for any other purpose or in any manner or for any purpose by any other person or
entity without my prior written consent.



Very truly yours,





 









 







B. Outside Counsel Opinion




[Opinion of Outside Counsel to Issuer]




[                    ] ___, 2008


The Purchasers under the Note Purchase Agreement




     Re: Note Purchase Agreement for El Paso Pipeline Partners Operating Company, L.L.C.




     Ladies and Gentlemen:



     We have acted as special counsel for (i) El Paso Pipeline GP Company, L.L.C., a Delaware
limited liability company (the “GP”), (ii) El Paso Pipeline Partners, L.P., a Delaware
limited partnership (the “MLP”) and (iii) E1 Paso Pipeline Partners Operating Company, LLC,
a Delaware limited liability company (the “Issuer” and together with the MLP, the
"Opinion Parties”), in connection with the Note Purchase Agreement dated as of
[                    ] ___, 2008 (the “Note Purchase Agreement”) among the Issuer, the MLP and the
purchasers party thereto from time to time (the “Purchasers”). This opinion letter is
delivered to you pursuant to Section 4.4(a) of the Note Purchase Agreement.



     Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Note Purchase Agreement. As used herein, (i) “Opinion
Documents” means (A) the Note Purchase Agreement, (B) the Parent Guaranty, and (C) the Notes
and (ii) “Applicable Law” means, those laws, rules, and regulations of the States of New
York and Texas and of the United States of America as in effect on the date hereof which in our
experience are normally applicable to the Opinion Parties and to transactions of the type provided
for in the Opinion Documents; provided, however, that Applicable Law does not include (i)
except with respect to our opinions in paragraphs 4, 5 and 6 below, any federal or state
securities, commodities, insurance, or investment company laws and regulations; (ii) any federal or
state labor, pension, or other employee benefit laws and regulations; (iii) any federal or state
antitrust, trade or unfair competition laws and regulations; (iv) any federal or state laws and
regulations relating to the environment, safety, health, or other similar matters; (v) building,
zoning, land use and subdivision laws and regulations; and (vi) any federal or state tax laws or
regulations.



     In connection with the opinions expressed herein, we have examined such documents, records and
matters of law as we have deemed necessary for the purposes of such opinions. We have examined an
executed copy of the Opinion Documents.



     In all such examinations, we have assumed the legal capacity of all natural persons executing
documents, the genuineness of all signatures, the authenticity of original and certified documents,
and the conformity to original or certified copies of all copies submitted to us as



 









 




conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we
have relied upon, and assumed the accuracy of, representations and warranties contained in the
Opinion Documents and certificates and oral or written statements and other information of or from
representatives of the Opinion Parties and others and assumed compliance on the part of the Opinion
Parties with its covenants and agreements contained therein.




     Based upon the foregoing, and subject to the limitations, qualifications and assumptions set
forth herein, we are of the opinion that:


A. 1. Approvals; Other Required Actions. The execution and delivery by each of the Opinion
Parties of each Opinion Document to which it is a party and the performance by each Opinion Party
of its obligations thereunder, do not require under Applicable Law any filing or registration by
such Opinion Party with, or notice to or approval, consent, authorization or order of, any
Governmental Authority that has not been made or obtained except those required in the ordinary
course of business in connection with performance by such Opinion Party of its obligations under
certain covenants contained in the Opinion Documents to which it is a party.



B. 2. Enforceability. Each Opinion Document constitutes a valid and binding obligation of
each Opinion Party party thereto, enforceable against such Opinion Party in accordance with its
terms under New York law.



C. 3. “No Violation.” The execution and delivery by each of the Opinion Parties of each
Opinion Document to which it is a party and the performance of its obligations thereunder, do not
violate or otherwise constitute a default under (a) any Applicable Law, (b) any provision of any
other Opinion Document or (c) the Credit Agreement; provided that we express no opinion with
respect to any violation arising under or based upon any covenant or other provision of a financial
or numerical nature or requiring computation.



D. 4. Margin Regulations. The issuance of the Notes under the Note Purchase Agreement and
the application of the proceeds thereof as provided in the Note Purchase Agreement will not violate
Regulation T, U or X of the Board of Governors of the Federal Reserve System (the “Margin
Regulations”).



E. 5. Investment Company Act. No Opinion Party is required to register as an “investment
company” (under, and as defined in, the Investment Company Act of 1940, as amended (the “1940
Act”)).



F. 6. Securities Act. Neither registration of the Notes under the Securities Act of 1933,
as amended, nor qualification of the Note Purchase Agreement under the Trust Indenture Act of 1939,
as amended, is required for the offer and sale of the Notes by the Issuer to the Purchasers in the
manner contemplated by the Note Purchase Agreement. We express no opinion, however, as to when or
under what circumstances any Notes may be reoffered or resold.



G. 7. Choice of Law. If the issue is properly presented before a Texas or a federal court
applying Texas choice of law rules, such court should hold that the provisions contained in the
Opinion Documents relating to the choice of New York law to govern such Opinion Documents are valid
and enforeceable under the laws of the State of Texas.






 









 








     The opinions set forth above are subject to the following assumptions and qualifications, and
with your permission, all of the following assumptions and statements of reliance have been made
without any independent investigation or verification on our part except to the extent, if any,
otherwise expressly stated, and we express no opinion with respect to the subject matter or
accuracy of the assumptions or items upon which we have relied. Further, whenever our opinion is
based on circumstances, matters or facts “to our knowledge after due inquiry,” we have relied
exclusively on certificates of certain officers of the Opinion Parties as to the existence or
non-existences of such circumstances, matters or facts.



     II. A. Our opinions are subject to (i) applicable bankruptcy, insolvency, reorganization,
fraudulent transfer and conveyance, voidable preference, moratorium, receivership, conservatorship,
arrangement or similar laws, and related regulations and judicial doctrines, affecting creditors’
rights and remedies generally, and (ii) general principles of equity (including, without
limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable
defenses, the exercise of judicial discretion and limits on the availability of equitable
remedies), whether such principles are considered in a proceeding at law or in equity.



     III. B. Without limiting the generality of paragraph (A) above, we specifically express no
opinion as to the validity or enforceability of any provision in the Opinion Documents:




	 	a.	 	(i) relating to indemnification, contribution, exculpation or release of liability
in connection with violations of any securities laws or statutory duties or public policy,
or in connection with willful, reckless or unlawful acts or gross negligence or strict
liability of the indemnified, released or exculpated party or the party receiving
contribution;
	 
	 	b.	 	(ii) relating to choice of governing law to the extent that the enforceability of
any such provision is to be determined by any court other than a court of the State of New
York or the State of Texas or may be subject to constitutional limitations;
	 
	 	c.	 	(iii) purporting to confer, or constituting an agreement with respect to, personal
or subject matter jurisdiction of United States federal courts to adjudicate any matter;
	 
	 	d.	 	(iv) specifying that provisions may be waived only in writing, to the extent that an
oral agreement or an implied agreement by trade practice or course of conduct has been
created that modifies any provision of such Opinion Document; or
	 
	 	e.	 	(v) providing that decisions by a party are conclusive or may be made in its sole
discretion.





     IV. C. Our opinions as to enforceability are subject to the effect of generally applicable
rules of law that:



 









 






	 	a.	 	(i) provide that forum selection clauses in contracts are not necessarily binding on
the court(s) in the forum selected; and
	 
	 	b.	 	(ii) may, where less than all of a contract may be unenforceable, limit the
enforceability of the balance of the contract to circumstances in which the unenforceable
portion is not an essential part of the agreed exchange, or that permit a court to reserve
to itself a decision as to whether any provision of any agreement is severable.





     V. D. We have assumed that (i) each Opinion Party is a limited partnership or limited
liability company, as the case may be, validly existing and in good standing in its jurisdiction of
organization or formation, has all requisite power and authority, and has obtained all requisite
limited partnership, limited liability company, and governmental authorizations, consents and
approvals, and made all requisite filings and registrations, necessary to execute, deliver and
perform each Opinion Document (except to the extent noted in paragraph 1 above), and that such
execution, delivery, and performance will not violate or conflict with any law, rule, regulation,
order, decree, judgment, instrument or agreement binding upon or applicable to it or its properties
(except to the extent noted in paragraph 3 above), and (ii) each Opinion Document has been duly
executed and delivered by it. To the extent it may be relevant to the opinions expressed herein, we
have assumed that (i) the parties to the Opinion Documents have the power to enter into and perform
such documents and to consummate the transactions contemplated thereby and that such documents have
been duly authorized, executed and delivered by such parties, (ii) each Opinion Document
constitutes legal, valid and binding obligations of the parties thereto (other than the Opinion
Parties), and (iii) the execution and delivery of each Opinion Document by each of the parties
thereto (other than the Opinion Parties to the extent expressly set forth in paragraph 3 above),
and the performance of such party’s obligations thereunder, do not violate and will not violate or
conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding
upon or applicable to it or its properties.



     VI. E. For purposes of our opinion in paragraph 4 above, we have assumed that (i) no Purchaser
has or will have the benefit of any agreement or arrangement (excluding the Opinion Documents)
pursuant to which any extensions of credit to the Issuer are directly or indirectly secured by
“margin stock” (as defined under the Margin Regulations), (ii) neither any Purchaser nor any of its
affiliates has extended or will extend any other credit to the Issuer directly or indirectly
secured by margin stock and (iii) no Purchaser has relied and will rely upon any margin stock as
collateral in extending or maintaining any extensions of credit pursuant to the Opinion Documents,
as to which we express no opinion.



     VII. F. Our opinions are limited to those expressly set forth herein, and we express no
opinions by implication.



     VIII. G. We express no opinion as to the compliance or noncompliance, or the effect of the
compliance or noncompliance, of each of the addressees or any other person or entity with any state
or federal laws or regulations (including, without limitation, the policies, procedures,
guidelines, and practices of any regulatory authority with respect thereto) applicable to each of
them by reason of their status as or affiliation with a federally insured depository institution, a
financial holding company, a bank holding company, a state-chartered non-



 









 




federally insured depository institution, a securities dealer, an investment company or an insurance company,
except as expressly set forth in paragraphs 4, 5 and 6 above.




     IX. H. We express no opinion as to the validity, binding effect or enforceability of any
provisions contained in the Opinion Documents which: (i) purports to establish evidentiary
standards; (ii) restricts access to courts or to legal or equitable remedies or purporting to
affect jurisdiction or venue as to courts; or (iii) relates to delay or omission of enforcement of
remedies.



     X. I. We are qualified to practice law in the States of New York and Texas, and this opinion
letter is limited in all respects to the Applicable Law. We express no opinion with respect the
federal income tax consequences, financial accounting treatment, financial reporting or taxation
matters related to the Opinion Documents.



     XI. J. Insofar as our opinion in paragraph 2 above relates to the enforceability under New
York law of the choice-of-law provision of the Opinion Documents choosing New York law as the
governing law thereof, it is rendered in reliance upon the Act of July 19, 1984, ch. 421, 1984
McKinney’s Sess. Law of N.Y. 1406 (codified at N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney
1989) and N.Y. CPLR 327(b) (McKinney 1990) (the “Act”). Furthermore, the application of New York
law pursuant to the Act to a transaction that has no contact or only insignificant contact with the
parties and the transaction may raise constitutional and comity issues. We direct your attention
to Lehman Brothers Commercial Corporation v. Minmetals International Non-Ferrous Metals Trading
Company, 2000 U.S. Dist. LEXIS 16445 (S.D.N.Y. 2000), in which the court analyzed the Act and noted
that “[i]t remains to be seen, however, whether a state with no connection to either of the parties
or the transactions could apply its own law, consonant with the Full Faith and Credit Clause [of
the U.S. Constitution], when doing so would violate an important public policy of a more-interested
state.”



     XII. K. Insofar as our opinion in paragraph 7 above relates to the enforceability under Texas
law of the choice of law provisions contained in the Opinion Documents choosing New York law as the
governing law thereof, it is rendered in reliance upon Section 35.51 of the Texas Business and
Commerce Code. To our knowledge, no Texas court has construed Section 35.51 in a published
judicial decision and, therefore, our opinion (x) is limited by any subsequent judicial
interpretation thereof and (y) assume the constitutionality of such statute. In addition, insofar
as such opinion relates to the enforceability of the choice of law provisions contained in the
Opinion Documents, we (i) express no opinion as to the choice of governing law with respect to (A)
any issue or matter as to which Section 35.51 does not apply or (B) any issue or matter that
another Texas statute (such as Section 1.301(b) of the Texas Uniform Commercial Code), or a federal
statute, provides is governed by the laws of another jurisdiction, (ii) note that any such
enforceability may be subject to constitutional limitations and the exercise of judicial discretion
in favor of another jurisdiction, and (iii) have assumed that the payments to the Purchasers
pursuant to the Opinion Documents will be delivered in the State of New York or the Purchasers each
have a place of business in the State of New York and maintain their respective offices in the
State of New York, from which they conducted a substantial part of the negotiations relating to the
Opinion Documents and the transactions contemplated thereby.



 









 





     XIII. L. For purposes of our opinion in paragraph 6, we have assumed that the factual matters
included in the representations and warranties made by the Purchasers in Section 6.1 of the Note
Purchase Agreement and by the Opinion Parties in Section 5.13 of the Note Purchase Agreement are
true and accurate as of the date hereof.



     The opinions expressed herein are solely for the benefit of the addressees hereof in
connection with the transaction referred to herein and may not be relied on by such addressees for
any other purpose or in any manner or for any purpose by any other person or entity other than any
Person that may become a Purchaser after the date hereof. This opinion letter is rendered as of
the date set forth above. We expressly disclaim any obligation to update this letter after such
date.



Very truly yours,               




Bracewell & Giuliani LLP





 












 





EXHIBIT 4.4(b)




[FORM OF OPINION OF SPECIAL COUNSEL

TO THE PURCHASERS]




September ___, 2008




To the purchasers listed on the 

          attached Schedule I





	 	 	 	Re: $175,000,000 Senior Notes due 2011, 2012 and 2013 of El Paso Pipeline Partners
Operating Company, L.L.C.
	 
	 	 	 	Ladies and Gentlemen:





     We have acted as your special counsel in connection with your respective purchases this date
of (a) $37,000,000 aggregate principal amount of 7.76% Senior Notes, Series 2008-A, due September
30, 2011 (the “Series A Notes”), (b) $15,000,000 aggregate principal amount of 7.93% Senior
Notes, Series 2008-B, due September 30, 2012 (the “Series B Notes”), (c) $88,000,000
aggregate principal amount of 8.00% Senior Notes, Series 2008-C, due September 30, 2013 (the
“Series C Notes”), and (d) $35,000,000 aggregate principal amount of Floating Rate Series
2008-D Senior Notes due September 30, 2012 (the “Series D Notes” and together with the
Series A Notes, the Series B Notes, and the Series C Notes, being collectively the
“Notes”), of El Paso Pipeline Partners Operating Company, L.L.C., a Delaware limited
liability company (the “Issuer”), issued and sold to you under and pursuant to the Note
Purchase Agreement dated as of September ___, 2008 (the “Note Purchase Agreement”) among
the Issuer, El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “MLP”),
and each of the purchasers party thereto (the “Purchasers”). This opinion letter is
furnished to you pursuant to Section 4.4(b) of the Note Purchase Agreement. Unless otherwise
defined herein, capitalized terms used herein have the meanings assigned to such terms in the Note
Purchase Agreement.



     In rendering the opinion set forth below, we have reviewed the following documents and
instruments:




	 	(a)	 	the Note Purchase Agreement;
	 
	 	(b)	 	the Notes executed and delivered by the Issuer on the date hereof;
	 
	 	(c)	 	the Parent Guaranty executed and delivered by the MLP on the date hereof (the
“Parent Guaranty”);
	 
	 	(d)	 	the opinions of (i) Bracewell & Giuliani LLP, special counsel for the Issuer and
the MLP, and (ii)                                         , the general counsel of El Paso
Pipeline GP Company, L.L.C., the general partner of the MLP, each dated the date hereof
and delivered pursuant to Section 4.4(a) of the Note Purchase Agreement;





Exhibit 4.4(b)




 









 









	 	(e)	 	Certificates of officers of the Issuer and the MLP, dated the date hereof, with
respect to the matters set forth therein delivered to you pursuant to Section 4.3 of the
Note Purchase Agreement; and
	 
	 	(f)	 	a letter, dated September ___, 2008, addressed to Bracewell & Giuliani LLP, our
firm and others from Banc of America Securities LLC describing the manner of the offering of
the Notes (the “Offeree Letter”).





     The documents referred to in clauses (a) through (c) above are referred to herein as the
“Transaction Documents.” Additionally, in rendering the opinions set forth below, we have
reviewed such other records, certificates and documents as we have deemed appropriate for the
purposes of such opinions.



     We believe that the opinions referred to in clause (d) above are satisfactory in scope and
form, and nothing has come to our attention that would lead us to believe that you are not
justified in relying thereon.



     As to any facts material to our opinions, we have made no independent investigation of such
facts and have relied, to the extent we deemed such reliance proper, upon (a) the representations
and warranties of the Issuer, the MLP and the Purchasers set forth in the Note Purchase Agreement,
(b) certificates of public officials and officers or other representatives of the Issuer and the
MLP, and (c) the Offeree Letter.



     In rendering the opinions expressed below, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to authentic original documents of all documents submitted to us as
copies, which assumptions we have not independently verified. In addition, we have assumed without
independent investigation that (i) each party to the Transaction Documents (each, a
"Transaction Party”) is a corporation, partnership, limited liability company or other
entity duly organized and validly existing under the laws of the jurisdiction of its organization;
(ii) each Transaction Party has full power and authority (corporate, partnership, limited liability
company or otherwise) to execute, deliver and perform its obligations under the Transaction
Documents to which it is a party; (iii) each Transaction Document has been duly executed and
delivered by each Transaction Party that is a party thereto; (iv) the execution, delivery and
performance by each Transaction Party of the Transaction Documents to which it is a party have been
duly authorized by all necessary action (corporate, partnership, limited liability company or
otherwise) and do not contravene the bylaws or other constituent documents of such Transaction
Party; (v) the execution, delivery and performance by each Transaction Party of the Transaction
Documents to which it is a party do not conflict with or result in the breach of any document of
instrument binding on it; (vi) the execution, delivery and performance by each Transaction Party of
the Transaction Documents to which it is a party do not contravene any provision of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award applicable to any of
them; (vii) no authorization, approval, consent, order, license, franchise, permit or other action
by, and no notice to or filing with, any Governmental Authority or any other third party is
required for the due execution, delivery and performance by each Transaction Party of the
Transaction Documents to which it is a party and that has not been obtained or made and is not in
full force and effect; (viii) the Transaction Documents constitute valid, binding and



 









 





enforceable
obligations of each party thereto other than the Issuer and the MLP; and (ix) the laws of any
jurisdiction other than the laws that are the subject of this opinion letter do not affect the
terms of the Transaction Documents.




     Based upon the foregoing, and subject to the assumptions, qualifications, exceptions and
limitations set forth herein, it is our opinion that:




	 	1.	 	The Note Purchase Agreement constitutes the valid and binding obligation of the
Issuer and the MLP enforceable against each of them in accordance with its terms;
	 
	 	2.	 	Each of the Notes constitutes the valid and binding obligation of the Issuer
enforceable against the Issuer in accordance with its terms;
	 
	 	3.	 	The Parent Guaranty constitutes the valid and binding obligation of the MLP
enforceable against the MLP in accordance with its terms; and
	 
	 	4.	 	The offer, sale and delivery of the Notes under the circumstances contemplated
by the Note Purchase Agreement do not, under existing law, require the registration of
the Notes under the Securities Act of 1933, as amended, or the qualification of an
indenture under the Trust Indenture Act of 1939, as amended.





     The opinions set forth above are subject to the following qualifications and exceptions:




     (a) The enforceability of each Transaction Document and the provisions thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
laws now or hereafter in effect relating to or affecting enforcement of creditors’ rights
generally and by general principles of equity (including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing), regardless of whether such
enforcement is considered in a proceeding in equity or at law.




     (b) With respect to our opinions set forth in paragraphs 1, 2 and 3 above, we express
no opinion with respect to the validity or enforceability of the following provisions to the
extent that they are contained in the Transaction Documents: (i) provisions purporting to
release, exculpate, hold harmless, or exempt any person or entity from, or to require
indemnification or contribution of or by any person or entity for, liability for any matter
to the extent that the same are inconsistent with applicable law (including case law) or
with public policy; (ii) provisions purporting to waive, subordinate or not give effect to
rights to notice, demands, legal defenses or other rights or benefits that cannot be waived,
subordinated or rendered ineffective under applicable law; (iii) provisions relating to
powers of attorney, severability or set-offs; (iv) provisions stating that a guarantee will
not be affected by a modification of the obligation guaranteed in cases in which that
modification materially changes the nature or amount of such obligation; (v) provisions
restricting access to courts or purporting to affect the jurisdiction or venue of courts
(other than the courts of the State of New York); (vi)
provisions relating to waiver of jury trial; (vii) provisions purporting to exclude all
conflicts-of-law rules; (viii) any provisions providing for liquidated damages or any “make
whole”, “yield maintenance” or “premium amount” to the extent that they may be



 









 







deemed a
penalty, and (ix) provisions providing that decisions by a party are conclusive or may be
made in its sole discretion.




     (c) Insofar as our opinions set forth in paragraphs 1, 2 and 3 above relate to the
enforceability under New York law of the provisions of the Transaction Documents choosing
New York law as the governing law thereof, such opinion is rendered solely in reliance upon
the Act of July 19, 1984, ch. 421, 1984 McKinney’s Sess. Law of N.Y. 1406 (codified at N.Y.
Gen. Oblig. Law §§5-1401 (McKinney 1989)) (the “Act”) and is subject to the
qualifications that such enforceability (i) as specified in the Act, does not apply to the
extent provided to the contrary in subsection two of Section 1-105 of the Uniform Commercial
Code as in effect in the State of New York, (ii) may be limited by public policy
considerations of any jurisdiction in which enforcement of such provisions is sought, and
(iii) is subject to any U.S. Constitutional requirement under the Full Faith and Credit
Clause or the Due Process Clause thereof or the exercise of any applicable judicial
discretion in favor of another jurisdiction.



     We express no opinion as to the laws of any jurisdiction other than those laws, rules and
regulations of the State of New York and the United States of America and the rules and regulations
adopted thereunder, that, in our experience, are normally applicable to transactions of the type
contemplated by the Transaction Documents.



     This opinion letter is rendered as of the date set forth above. We expressly disclaim any
obligation to update this letter after such date.



     This opinion letter is given solely for your benefit in connection with the transactions
contemplated by the Transaction Documents and may not be furnished to, or relied upon by, any other
person or for any other purpose without our prior written consent other than transferees permitted
pursuant to the Note Purchase Agreement; provided that we hereby consent to reliance hereon by any
future transferee of your interest in the Notes under the Note Purchase Agreement, on the condition
and understanding that (a) this letter speaks only as of the date hereof, (b) we have no
responsibility or obligation to update this letter, to consider its applicability or correctness to
any person other than its addressee(s), or to take into account changes in law, facts or any other
developments of which we may later become aware, and (c) any such reliance by a future transferee
must be actual and reasonable under the circumstances existing at the time of assignment, including
any changes in law, facts or any other developments known to or reasonably knowable by the
transferee at such time.




Sincerely,




Vinson & Elkins L.L.P.



 









 





EXHIBIT 7.2




FORM OF COMPLIANCE CERTIFICATE




Financial Statements Date:                     ,                     .




To: The Purchasers under the Agreement described below




Ladies and Gentlemen:




     Reference is made to that certain Note Purchase Agreement, dated as of                                         , 2008
(as amended, restated, extended, supplemented or otherwise modified in writing from time to time,
the “Agreement;” the terms defined therein being used herein as therein defined), among El
Paso Pipeline Partners Operating Company, L.L.C., a Delaware limited liability company
(“Issuer”), El Paso Pipeline Partners, L.P., a Delaware limited partnership (the
“MLP”), and the Purchasers from time to time party thereto.



     The
undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
             
              
             
of the MLP, and that, as such, he/she is authorized to execute and deliver this Certificate to the
Purchasers on the behalf of the MLP, and that:



[Use following paragraph 1 for fiscal year-end financial statements]




     1. The MLP has delivered concurrently herewith the year-end audited financial statements
required by Section 7.01(a) of the Agreement for the fiscal year of the MLP ended as of the
above date, together with the report and opinion of an independent certified public accountant
required by such section.



[Use following paragraph 1 for fiscal quarter-end financial statements]




     1. The MLP has delivered concurrently herewith the unaudited financial statements required by
Section 7.01(b) of the Agreement for the fiscal quarter of the MLP ended as of the above
date.



     2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made,
or has caused to be made under his/her supervision, a detailed review of the transactions and
financial condition of the MLP and its Subsidiaries during the accounting period covered by such
financial statements.



     3. [select one:]



     [to the best knowledge of the undersigned, as of the date hereof, no Default or Event of
Default has occurred and is continuing.]



—or—




     [to the best knowledge of the undersigned, as of the date hereof, the following is a list of
each Default or Event of Default that has occurred and is continuing, a description of the nature
and period of existence thereof and what action the MLP or the Issuer shall have taken or proposes
to take with respect thereto:]



     4. The information set forth on the supporting documentation attached hereto provides detailed
calculations in order to establish whether the MLP or the Issuer was in compliance with the



Exhibit 7.2(a)




 









 








requirements of Section 10.12 and 10.13 of the Note Purchase Agreement on and as of
the end of the quarterly or annual period covered by such financial statements.




[Insert the following paragraph for fiscal year-end financial statements]




     The MLP represents and warrants that the financial statements delivered in connection herewith
(i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial
condition, results of operations and cash flows of the MLP and its Subsidiaries in accordance with
GAAP as at such date and for such period.



[Insert the following paragraph for fiscal quarter-end financial statements]




     The MLP represents and warrants that the financial statements delivered in connection herewith
(i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial
condition, results of operations and cash flows of the MLP and its Subsidiaries in accordance with
GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the
absence of footnotes.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                                        ,                     .



	 	 	 	 	 
	 	EL PASO PIPELINE PARTNERS, L.P.


 	 
	 	By:  	
EL PASO PIPELINE GP COMPANY, L.L.C.,
its general partner 	 
	 	 	 
	 	By:  	
 	 
	 	Name: 	
 	 	 
	 	Title: