Exhibit 10.M
 EXECUTION VERSION
 
 EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.,
 EL PASO PIPELINE PARTNERS, L.P.,
 
 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




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##### 



Section
    
    Page1. AUTHORIZATION OF NOTES
    
    
    11.1 Description of Notes to be Initially Issued
    
    
    11.2 Interest Rate
    
    
    21.3 Guaranties; Release
    
    
    22. SALE AND PURCHASE OF NOTES
    
    
    33. CLOSING
    
    
    34. CONDITIONS TO CLOSING
    
    
    44.1 Representations and Warranties
    
    
    44.2 Performance; No Default
    
    
    44.3 Compliance Certificates
    
    
    44.4 Opinions of Counsel
    
    
    44.5 Purchase Permitted By Applicable Law, etc
    
    
    44.6 Sale of Other Notes
    
    
    54.7 Payment of Special Counsel Fees
    
    
    54.8 Private Placement Number
    
    
    54.9 Changes in Corporate Structure
    
    
    54.10 Parent Guaranty
    
    
    54.11 Funding Instructions
    
    
    54.12 Proceedings and Documents
    
    
    64.13 Equity Transfer Transaction
    
    
    64.14 Material Project EBITDA Adjustments
    
    
    65. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE MLP
    
    
    65.1 Organization; Power and Authority
    
    
    65.2 Authorization, etc
    
    
    65.3 Disclosure
    
    
    75.4 Organization and Ownership of Shares of Subsidiaries; Affiliates
    
    
    75.5 Financial Statements
    
    
    85.6 Compliance with Laws, Other Instruments, etc
    
    
    85.7 Governmental Authorizations, etc
    
    
    95.8 Litigation; Observance of Agreements, Statutes and Orders
    
    
    95.9 Taxes
    
    
    95.10 Title to Property; Leases
    
    
    105.11 Licenses, Permits, etc
    
    
    105.12 Compliance with ERISA
    
    
    105.13 Private Offering by the Issuer
    
    
    115.14 Use of Proceeds; Margin Regulations
    
    
    125.15 Existing Indebtedness; Future Liens
    
    
    125.16 Foreign Assets Control Regulations, Anti-Terrorism Order, etc
    
    
    13
 i




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##### 



Section
    
    Page5.17 Status under Certain Statutes
    
    
    135.18 Environmental Matters
    
    
    135.19 Solvency of MLP
    
    
    136. REPRESENTATIONS OF THE PURCHASERS
    
    
    136.1 Purchase for Investment
    
    
    136.2 Source of Funds
    
    
    147. INFORMATION AS TO ISSUER
    
    
    157.1 Financial Statements
    
    
    157.2 Certificates; Other Information
    
    
    177.3 Inspection
    
    
    188. PREPAYMENT OF THE NOTES
    
    
    198.1 No Scheduled Prepayments
    
    
    198.2 Optional Prepayments
    
    
    198.3 Change of Control Prepayment Offer
    
    
    208.4 Allocation of Partial Prepayments
    
    
    218.5 Maturity; Surrender, etc
    
    
    218.6 Purchase of Notes
    
    
    218.7 Make-Whole Amount
    
    
    219. AFFIRMATIVE COVENANTS
    
    
    239.1 Compliance with Law
    
    
    239.2 Insurance
    
    
    239.3 Maintenance of Properties
    
    
    239.4 Payment of Taxes and Claims
    
    
    239.5 Existence, etc
    
    
    249.6 Books and Records
    
    
    249.7 Additional Subsidiary Guarantors
    
    
    249.8 Use of Proceeds
    
    
    249.9 Ranking of Notes
    
    
    2510. NEGATIVE COVENANTS
    
    
    2510.1 Liens
    
    
    2510.2 Certain Investments
    
    
    2710.3 Indebtedness
    
    
    2710.4 Fundamental Changes
    
    
    2910.5 Dispositions
    
    
    2910.6 Restricted Payments
    
    
    3010.7 Change in Nature of Business
    
    
    3110.8 Transactions with Affiliates
    
    
    3110.9 Burdensome Agreements
    
    
    3110.10 Amendment to Organization Documents
    
    
    3210.11 Use of Proceeds
    
    
    3210.12 Leverage Ratio
    
    
    3210.13 Interest Charges Coverage Ratio
    
    
    33
 ii




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##### 



Section
    
    Page10.14 Unrestricted Subsidiaries
    
    
    3310.15 Swap Contracts
    
    
    3410.16 Terrorism Sanctions Regulations
    
    
    3411. EVENTS OF DEFAULT
    
    
    3412. REMEDIES ON DEFAULT, ETC
    
    
    3612.1 Acceleration
    
    
    3612.2 Other Remedies
    
    
    3712.3 Rescission
    
    
    3712.4 No Waivers or Election of Remedies, Expenses, etc
    
    
    3813. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES
    
    
    3813.1 Registration of Notes
    
    
    3813.2 Transfer and Exchange of Notes
    
    
    3813.3 Replacement of Notes
    
    
    3914. PAYMENTS ON NOTES
    
    
    3914.1 Place of Payment
    
    
    3914.2 Home Office Payment
    
    
    3915. EXPENSES, ETC
    
    
    4015.1 Transaction Expenses
    
    
    4015.2 Survival
    
    
    4016. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
    
    
    4017. AMENDMENT AND WAIVER
    
    
    4117.1 Requirements
    
    
    4117.2 Solicitation of Holders of Notes
    
    
    4117.3 Binding Effect, etc
    
    
    4217.4 Notes held by Issuer, etc
    
    
    4218. NOTICES
    
    
    4219. REPRODUCTION OF DOCUMENTS
    
    
    4320. CONFIDENTIAL INFORMATION
    
    
    4321. SUBSTITUTION OF PURCHASER
    
    
    4422. MISCELLANEOUS
    
    
    4422.1 Successors and Assigns
    
    
    4422.2 Jurisdiction and Process; Waiver of Jury Trial
    
    
    4522.3 Payments Due on Non-Business Days
    
    
    4522.4 Severability
    
    
    4622.5 Construction
    
    
    46
 iii




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##### 



22.6 Counterparts
    
    
    4622.7 Governing Law
    
    
    4622.8 GAAP
    
    
    46
 SCHEDULE A
    
    
    
    Information Relating to PurchasersSCHEDULE B
    
    
    
    Defined TermsSCHEDULE 5.3
    
    
    
    Disclosure MaterialsSCHEDULE 5.4
    
    
    
    SubsidiariesSCHEDULE 5.5
    
    
    
    Financial StatementsSCHEDULE 5.15
    
    
    
    Existing IndebtednessSCHEDULE 5.18
    
    
    
    Environmental MattersSCHEDULE 10.1
    
    
    
    LiensSCHEDULE 10.9
    
    
    
    Burdensome AgreementsEXHIBIT 1.1(a)
    
    
    
    Form of Series 2008-A Senior NoteEXHIBIT 1.1(b)
    
    
    
    Form of Series 2008-B Senior NoteEXHIBIT 1.1(c)
    
    
    
    Form of Series 2008-C Senior NoteEXHIBIT 1.1(d)
    
    
    
    Form of Series 2008-D Senior NoteEXHIBIT 1.3(a)
    
    
    
    Form of Subsidiary GuarantyEXHIBIT 1.3(b)
    
    
    
    Form of Parent GuarantyEXHIBIT 4.4(a)
    
    
    
    Form of Opinions of Counsel for the Issuer and the MLPEXHIBIT 4.4(b)
    
    
    
    Form of Opinion of Special Counsel for the PurchasersEXHIBIT 7.2
    
    
    
    Form of Compliance Certificate
 iv




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##### 



SCHEDULE A
  Issuer MLP Purchaser Purchasers
 1. AUTHORIZATION OF NOTES.
 1.1 Description of Notes to be Initially Issued.
 Series 2008-A Notes Series
2008-B Notes Series 2008-C Notes Series 2008-D
Notes Notes Section 13 Exhibits 1.1(a) 1.1(b) 1.1(c) 1.1(d) Schedule B




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##### 



1.2 Interest Rate.
    1.3 Guaranties; Release.
 Subsidiary Guaranty Exhibit 1.3(a) Subsidiary Guaranty Section 9.7
 Parent Guaranty




---



##### 



Exhibit 1.3(b) Parent Guaranty
 Release of Guaranties
 2. SALE AND PURCHASE OF NOTES.
 Section 3 Schedule A
 3. CLOSING.
 Closing Section 3 Section 4




---



##### 



4. CONDITIONS TO CLOSING.
  4.1 Representations and Warranties.
  4.2 Performance; No Default.
 Section 5.14 Section 10
 4.3 Compliance Certificates.
 Officers Certificate Sections 4.1 4.2 4.9
 Secretarys Certificates
 4.4 Opinions of Counsel.
 Exhibit 4.4(a) Exhibit 4.4(b)




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##### 



4.5 Purchase Permitted By Applicable Law, etc.
  4.6 Sale of Other Notes.
 Schedule A
 4.7 Payment of Special Counsel Fees.
 Section 15.1 Section 4.4
 4.8 Private Placement Number.
  4.9 Changes in Corporate Structure.
 Schedule 5.5
 4.10 Parent Guaranty.
  4.11 Funding Instructions.




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##### 



Section 3
 4.12 Proceedings and Documents.
  4.13 Equity Transfer Transaction.
  4.14 Material Project EBITDA Adjustments.
  5. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE MLP.
  5.1 Organization; Power and Authority.
  5.2 Authorization, etc.




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##### 



5.3 Disclosure.
 Memorandum Schedule 5.3 Schedule 5.5 Schedule 5.3 Schedule 5.5
 5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates.
 Schedule 5.4




---



##### 



Schedule 5.4
 Schedule 5.4 Schedule 5.4
 Schedule 5.4
 Section 10.9 Schedule 10.9
 5.5 Financial Statements.
 Schedule 5.5
 5.6 Compliance with Laws, Other Instruments, etc.




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##### 



5.7 Governmental Authorizations, etc.
  5.8 Litigation; Observance of Agreements, Statutes and Orders.
   5.9 Taxes.




---



##### 



5.10 Title to Property; Leases.
  5.11 Licenses, Permits, etc.
    5.12 Compliance with ERISA.
 Section 11(h)




---



##### 



Section 5.12(e) Section 6.2(a)-(f) (h) Section 6.2(g)
  Section 11(h)




---



##### 



5.13 Private Offering by the Issuer.
  5.14 Use of Proceeds; Margin Regulations.
  5.15 Existing Indebtedness; Future Liens.
 Schedule 5.15
 Schedule 10.1 Section 10.1




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##### 



5.16 Foreign Assets Control Regulations, Anti-Terrorism Order, etc.
  5.17 Status under Certain Statutes.
  5.18 Environmental Matters.
 Schedule 5.18
 5.19 Solvency of MLP.
  6. REPRESENTATIONS OF THE PURCHASERS.
 6.1 Purchase for Investment.




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##### 



6.2 Source of Funds.
 Source
 PTE NAIC Annual Statement
   QPAM Exemption




---



##### 



INHAM Exemption
    Section 6.2
 7. INFORMATION AS TO ISSUER.
 7.1 Financial Statements.




---



##### 








---



##### 



Section 7.1(b)
 7.2 Certificates; Other Information.
  Section 7.1(a) Section 7.1(b) Section 7.1(a) 7.1(b)
 Section 13 or 15(d)




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##### 



Section 7.1 Section 7.2 Section 7.1 Section 7.2 Section 7.1 http://www.eppipelinepartners.com Electronic Delivery Section 7.1 Section 7.2
 7.3 Inspection.
  No Event of Default




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##### 



Event of Default
 8. PREPAYMENT OF THE NOTES.
 8.1 No Scheduled Prepayments.
  8.2 Optional Prepayments.
   Section 8.2 Section 8.4 Section 8.2(b)(i)




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##### 



8.3 Change of Control Prepayment Offer.
 Change of Control Prepayment Event Negative Rating Event
 Issuer Notice Section 8.3 Proposed Prepayment Date
 Section
8.3 Section 8.3




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##### 



8.4 Allocation of Partial Prepayments.
 Section 8.2
 8.5 Maturity; Surrender, etc.
 Section 8
 8.6 Purchase of Notes.
  8.7 Make-Whole Amount.
 Make-Whole Amount




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##### 



Called Principal Section 8.2(a) Section 12.1
 Discounted Value
 Reinvestment Yield
 Remaining Average Life
 Remaining Scheduled Payments




---



##### 



Section 8.2 12.1
 Settlement Date Section 8.2 Section 12.1
 9. AFFIRMATIVE COVENANTS.
  9.1 Compliance with Law.
  9.2 Insurance.
  9.3 Maintenance of Properties.
  9.4 Payment of Taxes and Claims.




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##### 



9.5 Existence, etc.
 The Issuer and the MLP will, and will cause each of its Restricted Subsidiaries to:
 Section 10.4 Section 10.5
  9.6 Books and Records.
  9.7 Additional Subsidiary Guarantors.
 Sections 5.2 5.6 5.7 5.19
 9.8 Use of Proceeds.




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##### 



9.9 Ranking of Notes.
 pari
passu pari passu
  10. NEGATIVE COVENANTS.
  10.1 Liens.
   Schedule 10.1 Section 10.3(a)(iv) Section 10.3(a)(iv)




---



##### 



Section 11(g)




---



##### 



Non-Recourse Schedule B
  Section 7.1(a) Section 7.1(b)
  10.2 Certain Investments.
 Section 10.12 Section 10.3(b) Section 7.1(a) Section 7.1(b)
   10.3 Indebtedness.
 Section 10.3(b)




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##### 



Schedule 5.15
  Refinancing
Indebtedness Existing Indebtedness
 Section 10.12 Section 10.13 Section 7.1(a) Section 7.1(b)
  Section 7.1(a) Section 7.1(b)
 Section
7.1(a) Section 7.1(b)




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##### 



10.4 Fundamental Changes.
 Section 10.4
 10.5 Dispositions.




---



##### 



Section
10.12 Section 10.14 Section 7.1(a) Section 7.1(b)
 Section
10.2
    Section
10.5
  Section 7.1(a) Section 7.1(b)




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##### 



10.6 Restricted Payments.
   (f) (g) Section 11
 (f) (g) Section 11
 10.7 Change in Nature of Business.
  10.8 Transactions with Affiliates.
  10.9 Burdensome Agreements.
 Burdensome Restriction




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##### 



Schedule 10.9
      10.10 Amendment to Organization Documents.
  10.11 Use of Proceeds.




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##### 



10.12 Leverage Ratio.
   10.13 Interest Charges Coverage Ratio.
  10.14 Unrestricted Subsidiaries.
 Section 7.1(a) Section
7.1(b)
   Section 10.7
 Section 10.2 Section 10 Section 10.1 Section 10.3 Section 10.12 Section
10.13




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##### 



Section 10.3 Section 10.12 Section 10.13
 10.15 Swap Contracts.
  10.16 Terrorism Sanctions Regulations.
   11. EVENTS OF DEFAULT.
   Section 7.1(d) Section 9.5 Section 9.8 Sections 10.1 10.16
 Section 11




---



##### 



Material Related Party




---



##### 



Section 1.3(c)
 Section 1.3(c)
 12. REMEDIES ON DEFAULT, ETC.
 12.1 Acceleration.
 Section 11




---



##### 



Section 11
 Section 12.1
 12.2 Other Remedies.
 Section 12.1
 12.3 Rescission.
 Section 12.1




---



##### 



Section 17 Section 12.3
 No Waivers or Election of Remedies, Expenses, etc.
 Section
15 Section 12
 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
 13.1 Registration of Notes.
  13.2 Transfer and Exchange of Notes.




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##### 



Section 6.2
 13.3 Replacement of Notes.
     14. PAYMENTS ON NOTES.
 14.1 Place of Payment.
 Section 14.2
 14.2 Home Office Payment.
 Section 14.1 Schedule A




---



##### 



Section 14.1 Section 13.2 Section 14.2 Section 14.2
 15. EXPENSES, ETC.
 15.1 Transaction Expenses.
  15.2 Survival.
 Section 15




---



##### 



16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
  17. AMENDMENT AND WAIVER.
 17.1 Requirements.
 Section 1 2 3 4 5 6 21 Section 12 Sections 8 11(a) 12 17 20
 17.2 Solicitation of Holders of Notes.
 Solicitation Section 17
 Payment




---



##### 



Consent in Contemplation of Transfer
 17.3 Binding Effect, etc.
 Section 17 Agreement
 17.4 Notes held by Issuer, etc.
  18. NOTICES.
  Schedule A




---



##### 



Section 18
 19. REPRODUCTION OF DOCUMENTS.
 Section 19
 20. CONFIDENTIAL INFORMATION.
 Section 20 Confidential Information Section 7.1 Section 20




---



##### 



Section 20 Section 20 Section
20 Section 20
 21. SUBSTITUTION OF PURCHASER.
 Section 6 Section
21 Section 21
 22. MISCELLANEOUS.
 22.1 Successors and Assigns.




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##### 



22.2 Jurisdiction and Process; Waiver of Jury Trial.
  Section 22.2(a)
 Section 22.2(a) Section 18
 Section 22.2
  22.3 Payments Due on Non-Business Days.




---



##### 



Section 8.5
 22.4 Severability.
  22.5 Construction.
  22.6 Counterparts.
  22.7 Governing Law.
  22.8 GAAP.
 Generally




---



##### 



Changes in GAAP




---



##### 



Very truly yours,ISSUER:EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.By:
    /s/ John J. HopperName:
    John J. HopperTitle:
    Vice President and TreasurerMLP:EL PASO PIPELINE PARTNERS, L.P.By:
    El Paso Pipeline GP Company L.L.C., itsgeneral partnerBy:
    /s/ John J. HopperName:
    John J. HopperTitle:
    Vice President and Treasurer




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##### 



PRINCIPAL LIFE INSURANCE COMPANY
 By:
    Principal Global Investors, LLCa Delaware limited liability company,its authorized signatoryBy:
    /s/ Alan P. KressIts:                     Alan P. Kress, CounselBy:
    /s/ Colin PennycookeIts:                     Colin Pennycooke, Counsel




---



##### 



THRIVENT FINANCIAL FOR LUTHERANS
 By:
    /s/ Alan D. OnstadName: Alan D. OnstadTitle: Senior Director




---



##### 



TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
 By:
    /s/ Ho Young LeeName: Ho Young LeeTitle: Director




---



##### 



THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
 By:
    /s/ Brian N. ThomasBrian N. Thomas, Vice President PRUCO LIFE INSURANCE COMPANY OF
NEW JERSEY
 By:
    /s/ Brian N. ThomasBrian N. Thomas, Vice President AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION
 By:
    Prudential Investment Management, Inc.,as investment managerBy:
    /s/ Brian N. ThomasBrian N. Thomas, Vice President




---



##### 



CONNECTICUT GENERAL LIFE INSURANCE COMPANY
  By:
    /s/ Lori E. HopkinsName:
    Lori E. HopkinsTitle:
    Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA
  By:
    /s/ Lori E. HopkinsName:
    Lori E. HopkinsTitle:
    Managing Director




---



##### 



COBANK, ACB
 By:
    /s/ Brett A. ChallengerName:
    Brett A. ChallengerTitle:
    Vice President




---



##### 



UNITED OF OMAHA LIFE INSURANCE COMPANY
 By:
    /s/ Curtis R. CaldwellName:
    Curtis R. CaldwellTitle:
    Senior Vice President MUTUAL OF OMAHA INSURANCE COMPANY
 By:
    /s/ Curtis R. CaldwellName:
    Curtis R. CaldwellTitle:
    Senior Vice President




---



##### 



SCHEDULE A
  Name and Address of Purchaser
 PRINCIPAL LIFE INSURANCE COMPANY
 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.: 0000014752Wells Fargo Bank, N.A.
San Francisco, CA
ABA No.: 121000248Each 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 50392-0301Attention: Sally D. Sorensen(5)
    
    Tax Identification No.: 42-0127290
 Schedule A




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##### 



SCHEDULE A
  Name and Address of Purchaser
 THRIVENT FINANCIAL FOR LUTHERANS through its nominee SWANBIRD & CO.
 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.: 68130491State Street Bank & Trust Co.
801 Pennsylvania Avenue
Kansas City, MO 64105
ABA No.: 011000028Each 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 10041Attention: Robert Mendez
Account: State Street
Fund Name: Thrivent Financial for Lutherans
Fund Number: NCE1
Nominee Name: Swanbird & Co.
Nominee Tax ID Number: 04-3475606With a copy to:
Marlene Nogle
625 Fourth Avenue South
Minneapolis, MN 55415(5)
    
    Purchaser Tax Identification No.: 39-0123480
 Schedule A




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##### 



SCHEDULE A
  Name and Address of Purchaser:
 TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
 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.: 9009000200JPMorgan Chase Bank, N.A.
New York, NY
ABA No.: 021000021Each 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




---



##### 



Teachers Insurance and Annuity Association of America8500 Andrew Carnegie Blvd
Charlotte, NC 28262
Attention: Fixed Income       
Fax: (704) 988-3586With 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




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##### 



SCHEDULE A
  Name and Address of Purchaser:
 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
 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.: P86188JPMorgan Chase Bank, N.A.
New York, NY
ABA No.: 021000021In 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.: P86288JPMorgan Chase Bank, N.A.
New York, NY
ABA No.: 021000021Each 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(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
  Name and Address of Purchaser:
 PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
 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.: P86202JPMorgan Chase Bank, N.A.
New York, NY
ABA No.: 021000021Each 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




---



##### 



(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 75201Attention: William H. Bulmer
Telephone: (214) 720-6204(5)
    
    Tax Identification No: 22-226091




---



##### 



SCHEDULE A
  Name and Address of Purchaser
 AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 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 PlacementsAccount No.: P86259JPMorgan Chase Bank, N.A.New York, NYABA No.: 021000021Each 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 Americac/o Investment Operations GroupGateway Center Two, 10th Floor100 Mulberry StreetNewark, NJ 07102-4077Attention: Manager, Billings and Collections




---



##### 



(3
    )
    
    Address for all other communications and notices:The Prudential Insurance Company of Americac/o Prudential Capital Group2200 Ross Avenue, Suite 4200EDallas, TX 75201Attention: Managing Director(4
    )
    
    Address for Delivery of Notes:Send physical security by nationwide overnight delivery service to:Prudential Capital Group2200 Ross Avenue, Suite 4200EDallas, TX 75201Attention: William H. BulmerTelephone: (214) 720-6204(5
    )
    
    Tax Identification No.: 06-1241288




---



##### 



SCHEDULE A
  Name and Address of Purchaser
 CONNECTICUT GENERAL LIFE INSURANCE COMPANY through its nominee CIG & CO.
 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 PlacementsAccount No.: 9009001802JPMorgan Chase Bank, N.A.New York, NYABA No.: 021000021Each 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, A5PRI900 Cottage Grove Rd.Bloomfield, Connecticut 06002Attention: Fixed Income Securities




---



##### 



With a copy to:J.P. Morgan Chase Bank14201 Dallas Parkway, 13th FloorDallas, TX 75254Attn: Jamshid Irshad, Mail Code TX1-J249Phone: (469) 477-2036(3
    )
    
    Address for all other communications and notices:CIG & Co.c/o CIGNA Investments, Inc.Wilde Building, A5PRI900 Cottage Grove Rd.Bloomfield, Connecticut 06002Attention: Fixed Income Securities(4
    )
    
    Address for Delivery of Notes:Send physical security by nationwide overnight delivery service to:J.P. Morgan Chase Bank4 New York PlazaNew York, NY 10004Attention: John Bouquet(5
    )
    
    Nominee Tax Identification No.: 13-3574027




---



##### 



SCHEDULE A
  Name and Address of Purchaser
 LIFE INSURANCE COMPANY OF NORTH AMERICA through its nominee CIG & CO.
 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 PlacementsAccount No.: 9009001802JPMorgan Chase Bank, N.A.New York, NYABA No.: 021000021Each 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, A5PRI900 Cottage Grove Rd.Bloomfield, Connecticut 06002Attention: Fixed Income Securities




---



##### 



With a copy to:J.P. Morgan Chase Bank14201 Dallas Parkway, 13th FloorDallas, TX 75254Attn: Jamshid Irshad, Mail Code TX1-J249Phone: (469) 477-2036(3
    )
    
    Address for all other communications and notices:CIG & Co.c/o CIGNA Investments, Inc.Wilde Building, A5PRI900 Cottage Grove Rd.Bloomfield, Connecticut 06002Attention: Fixed Income Securities(4
    )
    
    Address for Delivery of Notes:Send physical security by nationwide overnight delivery service to:J.P. Morgan Chase Bank4 New York PlazaNew York, NY 10004Attention: John Bouquet(5
    )
    
    Nominee Tax Identification No.: 13-3574027




---



##### 



SCHEDULE A
  Name and Address of Purchaser:
 COBANK, ACB
 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 OPERATINGAccount No.: 00054313CoBank, ACB5500 South Quebec StreetGreenwood Village, CO 80111ABA No.: 307088754Each 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, ACBSyndications5500 South Quebec StreetGreenwood Village, CO 80111Attention: SyndicationsFax: (303) 740-4021




---



##### 



(3
    )
    
    Address for all other communications and notices:CoBank, ACBSyndications5500 South Quebec StreetGreenwood Village, CO 80111Attention: Syndications(4
    )
    
    Address for Delivery of Notes:CoBank, ACBSyndications5500 South Quebec StreetGreenwood Village, CO 80111Attention: Syndications(5
    )
    
    Tax Identification No.: 84-1286705




---



##### 



Name and Address of Purchaser:
 UNITED
OF OMAHA LIFE INSURANCE COMPANY
 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:     G07097JPMorgan Chase Bank     
New York, NY
ABA No.: 021000021Each 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




---



##### 



(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
  Name and Address of Purchaser:
 MUTUAL OF OMAHA INSURANCE COMPANY
 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: G07096JPMorgan Chase Bank     
New York, NY
ABA No.: 021000021Each 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




---



##### 



(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 B
 DEFINED TERMS
  Acquisition
 Adjusted Alternate Base Rate plus plus plus
 Alternate Base Rate
 Adjusted LIBOR Rate plus plus plus
 Affiliate
 Agreement Section 17.3
 Alternate Program
 Anti-Terrorism Order
 Applicable Floating Rate




---



##### 



Attributable Indebtedness
 Bank Agent
 Burdensome Restriction Section 10.9
 Business Day Section 8.7
 Business Entity
 Change of Control
   Change of Control Prepayment Event Section 8.3(a)
 CIG
 Closing Section 3
 Code




---



##### 



Compliance Certificate Exhibit 7.2
 Commercial Operation Date
 Confidential Information Section 20
 Consolidated EBITDA
 plus
           minus




---



##### 



Consolidated Indebtedness




---



##### 



Consolidated L/C Exposure
   Consolidated Net Income
 Consolidated Net Tangible Assets
 Control Controlling Controlled
 Credit Agreement




---



##### 



Debt Rating Debt Ratings
 Default
 Default Rate
 Disposition Dispose
 Electronic Delivery Section 7.1
 Environmental Laws
 Environmental Liability
 EPC
 Equity Contribution Obligations Non-Recourse




---



##### 



Equity Interests
 ERISA
 ERISA Affiliate
 Event of Default Section 11
 Exchange Act
 Existing Indebtedness Section 10.3(a)(iv)
 Federal Funds Rate
 FERC
 Financing Vehicle Hybrid Securities
 Fitch
 Floating Interest Payment Date
 FRB




---



##### 



GAAP
 General Partner
 Governmental Authority
   GP LLC
 Guaranty primary obligor
 Hazardous Material
 holder Section 13.1




---



##### 



Hybrid Securities Financing Vehicle
 Indebtedness




---



##### 



INHAM Exemption Section 6.2(e)
 Institutional Investor
 Interest Charges
 Interest Charges Coverage Ratio Section 7.1(a) Section 7.1(b)
 Interest Period
 Investment
 Investment Grade Rating
 Investment Grade Rating Date
 Issuer Notice Section 8.3(b)




---



##### 



Issuer
 Joint Venture Entity
 Laws
 Leverage Ratio Section 7.1(a) Section
7.1(b)
 LIBOR
 LIBOR Breakage Amount
 Lien




---



##### 



Make-Whole Amount Section 8.7
 Material
 Material Adverse Effect
 Material Project
 Material Project EBITDA Adjustments




---



##### 



Section 4.14
   Memorandum Section 5.3
 MLP
 Moodys
 Multiemployer Plan
 Multiple Employer Plan




---



##### 



Multiple
Employer Plan
 NAIC Annual Statement Section 6.2(a)
 Negative Rating Event Section 8.3(a)
 Notes Section 1
 Non-Recourse
    Section 10.2 Equity Contribution Obligations Section 10.12 Section 10.13 Section 7.1(a) Section 7.1(b)




---



##### 



Section 10.8
  Non-U.S./Canadian Person
 Officers Certificate
 Organization Documents
 Parent Guaranty Section 1.3(b)
 PBGC
 Person




---



##### 



Plan
 Project Financing
 Proposed Prepayment Date Section 8.3(b)
 PTE Section 6.2(a)
 Purchaser
 Quarter-End Date
 QPAM Exemption Section 6.2(d)
 Rated Securities
 Rating Agency
 Rating Downgrade
 Receivables Financing Indebtedness




---



##### 



Recourse Equity Contribution Obligations Non-Recourse
 Refinancing Indebtedness Section 10.3(a)(iv)
 Regulated
 Required Holders
 Responsible Officer
 Restricted Payment
 Restricted Subsidiaries
 SEC
 S&P
 Securities Act
 Senior Indebtedness
 Series 2008-A Notes Section 1.1




---



##### 



Series 2008-B Notes Section 1.1
 Series 2008-C Notes Section 1.1
 Series 2008-D Notes Section 1.1
 Series 2008-D Required Holders
 Single Employer Plan
 SNG
 Source Section 6.2
 Subsidiary
 Subsidiary Guarantor
 Subsidiary Guaranty Section 1.3(a)
 Supplement
 Swap Contract




---



##### 



Master Agreement
 Synthetic Lease Obligation
 Termination Event
 Unregulated GP LLC
 Unregulated Restricted Subsidiary
 Unrestricted Subsidiary
  Section 10.8




---



##### 



Section 10.2
  Section 10.2
  Section 10.14(e) Section 10.3
 Section 10.14(f) Section 10.3
 USA Patriot Act
 WIC
 Wholly Owned Subsidiary
 Withdrawal Liability




---



##### 



SCHEDULE 5.3
 DISCLOSURE MATERIALS
  Schedule 5.3




---



##### 



SCHEDULE 5.4
 SUBSIDIARIES, AFFILIATES, SENIOR OFFICERS AND MATERIAL EQUITY  INVESTMENTS
 MLP SUBSIDIARIES
 Subsidiary
    
    Jurisdiction of
    
    Percentage ofOrganization
    
    Equity Interests OwnedEl 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 ofName and Type of
    
    Formation ofName of Investor
    
    Business Entity
    
    Business Entity
    
    Extent of InvestmentEPPP 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
    
    TitleJames C. Yardley
    
    President and Chief Executive OfficerRobert W. Baker
    
    Executive Vice President and General CounselJames J. Cleary
    
    Senior Vice PresidentNorman G. Holmes
    
    Senior Vice PresidentDaniel B. Martin
    
    Senior Vice PresidentKatherine A. Murray
    
    Senior Vice PresidentSusan B. Ortenstone
    
    Senior Vice PresidentJohn R. Sult
    
    Senior Vice President, Chief Financial Officer
and ControllerJohn J. Hopper
    
    Vice President and TreasurerMarguerite Woung-Chapman
    
    Vice President and Corporate Secretary
 ISSUER SENIOR OFFICERS
 Name
    
    TitleJames C. Yardley
    
    President and Chief Executive OfficerRobert W. Baker
    
    Executive Vice President and General CounselJames J. Cleary
    
    Senior Vice PresidentNorman G. Holmes
    
    Senior Vice PresidentDaniel B. Martin
    
    Senior Vice PresidentKatherine A. Murray
    
    Senior Vice PresidentSusan B. Ortenstone
    
    Senior Vice PresidentJohn R. Sult
    
    Senior Vice President, Chief Financial Officer
and ControllerJohn J. Hopper
    
    Vice President and TreasurerMarguerite Woung-Chapman
    
    Vice President and Corporate Secretary
 Schedule 5.4




---



##### 



SCHEDULE 5.5
 FINANCIAL STATEMENTS
  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 BalanceMLP 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 5.18
 ENVIRONMENTAL MATTERS
  Schedule 5.18




---



##### 



SCHEDULE 10.1
 EXISTING LIENS
  Schedule 10.1




---



##### 



SCHEDULE 10.9
 BURDENSOME AGREEMENTS
   Schedule 10.9




---



##### 



EXHIBIT 1.1(a)
 [FORM OF SERIES A SENIOR NOTE]
  
 No. A-[___]
    
    [Date]$[______]
    
    PPN: 28370T A*0
   Section 20 Section 6.2




---



##### 



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




---



##### 



EXHIBIT 1.1(b)
 [FORM OF SERIES B SENIOR NOTE]
  
 No. B-[___]
    
    [Date]$[______]
    
    PPN: 28370T A@8
   Section 20 Section 6.2




---



##### 



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




---



##### 



EXHIBIT 1.1(c)
 [FORM OF SERIES C SENIOR NOTE]
  
 No. C-[___]
    
    [Date]$[______]
    
    PPN: 28370T A#6
   Section 20 Section 6.2




---



##### 



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




---



##### 



EXHIBIT 1.1(d)
 [FORM OF SERIES D SENIOR NOTE]
  
 No. D-[______]
    
    [Date]$[______]
    
    PPN: 28370T B*9
   Section 20 Section 6.2




---



##### 



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




---



##### 



EXHIBIT 1.3(a)
 [FORM OF SUBSIDIARY GUARANTY]
  W I T N E S S E T H
 o
   Section 9.7
  Definitions
 Guaranty




---



##### 



Guarantors Obligations Unconditional




---



##### 








---



##### 



Full Recourse Obligations Section 2
 Waiver Section 3 Section
1.3(c)
 Subrogation, Contribution, Reimbursement or Indemnity Section 6 Section 6
 Effect of Bankruptcy Proceedings, etc




---



##### 



Term of Agreement Section 1.3(c)
 Representations and Warranties




---



##### 



Notices
 Survival
 Jurisdiction and Process; Waiver of Jury Trial




---



##### 



Section 22.2(a)
 Section 12(a) Section 10
 Section 12
  Miscellaneous Section 1.3(c)




---



##### 








---



##### 



[SUBSIDIARY GUARANTOR]By:Name:Title:




---



##### 



EXHIBIT 1.3(b)
 [FORM OF PARENT GUARANTY]
  W I T N E S S E T H
       Definitions
 Guaranty




---



##### 



Guarantors Obligations Unconditional




---



##### 








---



##### 



Full Recourse Obligations Section 2
 Waiver Section 3 Section 1.3(c)
 Subrogation, Contribution, Reimbursement or Indemnity Section 6 Section 6
 Effect of Bankruptcy Proceedings, etc




---



##### 



Term of Agreement Section 1.3(c)
 RESERVED
 Notices
 Survival
 Jurisdiction and Process; Waiver of Jury Trial




---



##### 



Section 22.2(a)
 Section 12(a) Section 10
 Section 12
  Miscellaneous




---



##### 



Section 1.3(c)




---



##### 



EL PASO PIPELINE PARTNERS, L.P.By:
    El Paso Pipeline GP Company L.L.C., its general partnerBy:Name:Title:




---



##### 



EXHIBIT 4.4(a)
 FORM OF OPINIONS OF COUNSEL
TO THE ISSUER AND THE MLP
 A. General Counsel Opinion
  
 
   Note Purchase Agreement Issuer MLP Opinion Parties Purchasers
 GP
  (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




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




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(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.




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B. Outside Counsel Opinion
  
    GP MLP Issuer Opinion Parties  Note Purchase Agreement Purchasers
 Opinion
Documents Applicable Law provided




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Approvals; Other Required Actions
 Enforceability
 No Violation
 Margin Regulations Margin
Regulations
 Investment Company Act 1940
Act
 Securities Act
 Choice of Law




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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; ore.
    
    (v) providing that decisions by a party are conclusive or may be made in its sole
discretion.




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a.
    
    (i) provide that forum selection clauses in contracts are not necessarily binding on
the court(s) in the forum selected; andb.
    
    (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.




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




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EXHIBIT 4.4(b)
 [FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS]
  
 Re: $175,000,000 Senior Notes due 2011, 2012 and 2013 of El Paso Pipeline Partners
Operating Company, L.L.C.Ladies and Gentlemen:
 Series A Notes Series B Notes Series C Notes Series D Notes Notes Issuer Note Purchase Agreement MLP Purchasers
  (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;




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(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).
 Transaction Documents
   Transaction Party




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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; and4.
    
    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.




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Act




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EXHIBIT 7.2
 FORM OF COMPLIANCE CERTIFICATE
 
   Agreement Issuer MLP
 
 [Use following paragraph 1 for fiscal year-end financial statements]
 Section 7.01(a)
 [Use following paragraph 1 for fiscal quarter-end financial statements]
 Section 7.01(b)
  [select one:]
  or




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Section 10.12 10.13
 [Insert the following paragraph for fiscal year-end financial statements]
  [Insert the following paragraph for fiscal quarter-end financial statements]
  IN WITNESS ,
 EL PASO PIPELINE PARTNERS, L.P.By:

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