exv4w2






Exhibit 4.2




Execution Version





 

 






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




as the Company



EL PASO PIPELINE PARTNERS, L.P.



as the Guarantor



and



HSBC BANK USA, NATIONAL ASSOCIATION



as Trustee



SECOND SUPPLEMENTAL INDENTURE



Dated as of November 19, 2010



to



INDENTURE



Dated as of March 30, 2010



4.10% SENIOR NOTES DUE 2015



7.50% SENIOR NOTES DUE 2040



 

 










 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE Relation to Indenture; Definitions
	 	 	1	 
	SECTION 1.1 Relation to Indenture
	 	 	1	 
	SECTION 1.2 Definitions
	 	 	1	 
	SECTION 1.3 General References
	 	 	1	 
	 
	 	 	 	 
	ARTICLE TWO The Series of Securities
	 	 	2	 
	SECTION 2.1 The Forms and Titles of the Securities
	 	 	2	 
	SECTION 2.2 Amount
	 	 	2	 
	SECTION 2.3 Denominations
	 	 	2	 
	SECTION 2.4 Stated Maturity
	 	 	3	 
	SECTION 2.5 Interest and Interest Rates
	 	 	3	 
	SECTION 2.6 Place of Payment
	 	 	3	 
	SECTION 2.7 Optional Redemption of the 2015 Notes
	 	 	3	 
	SECTION 2.8 Optional Redemption of the 2040 Notes
	 	 	3	 
	SECTION 2.9 Defeasance and Discharge; Covenant Defeasance
	 	 	4	 
	SECTION 2.10 Global Securities
	 	 	4	 
	SECTION 2.11 Parent Guarantee
	 	 	4	 
	 
	 	 	 	 
	ARTICLE THREE Amendments to Original Indenture
	 	 	4	 
	SECTION 3.1 Defined Terms
	 	 	5	 
	SECTION 3.2 Parent Guarantee
	 	 	9	 
	 
	 	 	 	 
	ARTICLE FOUR Additional Covenants
	 	 	9	 
	SECTION 4.1 Limitation on Liens
	 	 	9	 
	SECTION 4.2 Restriction of Sale-Leaseback Transactions
	 	 	11	 
	SECTION 4.3 Offer to Purchase Upon a Change of Control Triggering Event
	 	 	12	 
	 
	 	 	 	 
	ARTICLE FIVE Miscellaneous
	 	 	15	 
	SECTION 5.1 Certain Trustee Matters
	 	 	15	 
	SECTION 5.2 Continued Effect
	 	 	15	 
	SECTION 5.3 Governing Law
	 	 	15	 
	SECTION 5.4 Counterparts
	 	 	15	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit A-1: Form of 4.10% Senior Note due 2015
	 	 	 	 
	 
	 	 	 	 
	Exhibit A-2: Form of 7.50% Senior Note due 2040
	 	 	 	 
	 
	 	 	 	 
	Exhibit B: Form of Guarantee Notation
	 	 	 	 






Second Supplemental Indenture




 









 





     SECOND SUPPLEMENTAL INDENTURE, dated as of November 19, 2010 (this “Supplemental Indenture”),
by and among EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a limited liability
company duly organized and existing under the laws of the State of Delaware (the “Company”), EL
PASO PIPELINE PARTNERS, L.P., a limited partnership duly organized and existing under the laws of
the State of Delaware (the “Guarantor”) and HSBC BANK USA, NATIONAL ASSOCIATION, a
national banking association, as trustee under the Indenture referred to below (in such capacity,
the “Trustee”).



RECITALS OF THE COMPANY




     WHEREAS, the Company and the Trustee have heretofore entered into an Indenture dated as of
March 30, 2010 (the “Original Indenture”) (the Original Indenture, as supplemented from time to
time, including without limitation pursuant to this Supplemental Indenture, being referred to
herein as the “Indenture”); and



     WHEREAS, under the Original Indenture, a new series of Securities may at any time be
established by an indenture supplemental to the Original Indenture; and



     WHEREAS, the Company, the Guarantor and the Trustee have entered into a First Supplemental
Indenture to the Original Indenture, dated as of March 30, 2010, providing for the issuance of the
Company’s 6.50% Senior Notes due 2020 as a series of Securities under the Original Indenture; and



     WHEREAS, the Company proposes to create under the Indenture two new series of Securities; and



     WHEREAS, the Company and the Guarantor propose that the Company’s obligations under each new
series of Securities and under the Indenture to the extent applicable to such new series of
Securities be guaranteed by the Guarantor in accordance with the provisions of the Indenture
(including without limitation Article Fourteen of the Original Indenture and the provisions of this
Supplemental Indenture); and



     NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all
Holders of the Notes (as defined below), as follows:



ARTICLE ONE

Relation to Indenture; Definitions



SECTION 1.1 Relation to Indenture.




     With respect to the Notes, this Supplemental Indenture constitutes an integral part of the
Indenture.


SECTION 1.2 Definitions.




     For all purposes of this Supplemental Indenture, capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned thereto in the Original Indenture.


SECTION 1.3 General References.




     Unless otherwise specified or unless the context otherwise requires, (i) all references in
this Supplemental Indenture to Articles and Sections refer to the corresponding Articles and
Sections of this



Second Supplemental Indenture






 









 







Supplemental Indenture and (ii) the terms “herein”, “hereof”, “hereunder” and any other word
of similar import refer to this Supplemental Indenture.




ARTICLE TWO

The Series of Securities



SECTION 2.1 The Forms and Titles of the Securities.




     There are hereby established, in accordance with Section 3.1 of the Original Indenture, a new
series of Securities to be issued under the Indenture and to be designated as the Company’s 4.10%
Senior Notes due 2015 (the “2015 Notes”) and a new series of Securities to be issued under the
Indenture and to be designated as the Company’s 7.50% Senior Notes due 2040 (the “2040 Notes” and
together with the 2015 Notes, the “Notes”). The 2015 Notes and the 2040 Notes shall each
constitute separate series of Securities under the Indenture. The 2015 Notes shall be substantially
in the form attached as Exhibit A-1 hereto and the 2040 Notes shall be substantially in the
form attached as Exhibit A-2 hereto, in each case with such appropriate insertions,
omissions, substitutions, notations and other variations as are required or permitted by the
Indenture, and the Notes may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as the Company may deem appropriate or as may be required or
appropriate to comply with any laws or with any rules made pursuant thereto or with the rules of
any securities exchange or automated quotation system on which the Notes may be listed or traded,
or to conform to general usage, or as may, consistently with the Indenture, be determined by the
Officer executing such Notes, as evidenced by his execution thereof.



     The Notes shall be executed, authenticated and delivered in accordance with the provisions of,
and shall in all respects be subject to, the terms, conditions and covenants of the Original
Indenture as supplemented by this Supplemental Indenture (including the forms of Notes attached as
Exhibit A-1 and Exhibit A-2 hereto (the terms of which are incorporated in and made
a part of this Supplemental Indenture for all intents and purposes)).


SECTION 2.2 Amount.




     The aggregate principal amount of the Notes of each series that may be authenticated and
delivered pursuant hereto is unlimited. The Trustee shall initially authenticate and deliver 2015
Notes for original issue on the date hereof in an initial aggregate principal amount of
$375,000,000 and 2040 Notes for original issue on the date hereof in an initial aggregate principal
amount of $375,000,000, upon delivery to the Trustee of a Company Order for the authentication and
delivery of such Notes. The aggregate principal amount of each series of Notes to be issued
hereunder may be increased at any time hereafter and each series may be reopened for issuances of
additional Notes of such series, upon Company Order, without the consent of any Holder and without
any further supplement or amendment to the Original Indenture or this Supplemental Indenture, and
accordingly, Additional 2015 Notes and Additional 2040 Notes may be issued on any Business Day
after the date hereof. The 2015 Notes issued on the date hereof and any Additional 2015 Notes that
may be issued hereafter shall be part of the same series of Securities for all purposes under the
Indenture. The 2040 Notes issued on the date hereof and any Additional 2040 Notes that may be
issued hereafter shall be part of the same series of Securities for all purposes under the
Indenture.


SECTION 2.3 Denominations.




     The Notes of each series shall be issuable in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof.



Second Supplemental Indenture






2









 







SECTION 2.4 Stated Maturity.




     The Stated Maturity of the principal of the 2015 Notes shall be November 15, 2015. The Stated
Maturity of the principal of the 2040 Notes shall be November 15, 2040.


SECTION 2.5 Interest and Interest Rates.




     The rate or rates at which the 2015 Notes and the 2040 Notes shall bear interest, the date or
dates from which such interest shall accrue, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date,
in each case, shall be as set forth in the form of 2015 Note and the form of 2040 Note attached as
Exhibit A-1 and Exhibit A-2 hereto, respectively.


SECTION 2.6 Place of Payment.




     As long as any Notes are Outstanding, the Company shall maintain in the Borough of Manhattan,
The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of
the Trustee, Registrar or co-registrar) where the principal of and any premium and interest on the
Notes shall be payable, where Notes may be surrendered for registration of transfer or for exchange
and where notices and demands to or upon the Company in respect of the Notes and this Indenture may
be served. Unless otherwise designated by the Company by written notice to the Trustee, such
office or agency shall be the Trustee’s Corporate Trust Office, as long as such office is located
in the Borough of Manhattan, The City of New York. The Company will give prompt written notice to
the Trustee of any change in the location of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.



     The Company may also from time to time designate one or more additional offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or rescission will in
any manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.


SECTION 2.7 Optional Redemption of the 2015 Notes.




     At its option, the Company may redeem the 2015 Notes, in whole or in part, in principal
amounts of $2,000 or integral multiples of $1,000 in excess thereof, at any time or from time to
time, at the applicable Redemption Price determined as set forth in the form of 2015 Note attached
hereto as Exhibit A-1, in accordance with the terms set forth in the 2015 Notes and in
accordance with Article Eleven of the Original Indenture.


SECTION 2.8 Optional Redemption of the 2040 Notes.




     At its option, the Company may redeem the 2040 Notes, in whole or in part, in principal
amounts of $2,000 or integral multiples of $1,000 in excess thereof, at any time or from time to
time, at the applicable Redemption Price determined as set forth in the form of 2040 Note attached
hereto as Exhibit A-2, in accordance with the terms set forth in the 2040 Notes and in
accordance with Article Eleven of the Original Indenture.



Second Supplemental Indenture






3









 







SECTION 2.9 Defeasance and Discharge; Covenant Defeasance.




     Article Thirteen of the Original Indenture (as amended and supplemented by this Supplemental
Indenture) shall apply to the Notes. Furthermore, each of the covenants set forth in Article
Four of this Supplemental Indenture, and the Event of Default specified in Section 5.1(c) of
the Original Indenture, shall, in each case, constitute “Additional Defeasible Provisions” (as such
term is used in the Original Indenture).


SECTION 2.10 Global Securities.




     The Notes of each series shall initially be issuable in whole or in part in the form of one or
more Global Securities. Such Global Securities (i) shall be deposited with, or on behalf of, The
Depository Trust Company, New York, New York, which shall act as Depositary with respect to the
Notes, (ii) shall bear the legends applicable to Global Securities set forth in Sections 2.2 and
2.4 of the Original Indenture, (iii) may be exchanged in whole or in part for Securities of such
series in definitive form upon the terms and subject to the conditions provided in Section 3.5 of
the Original Indenture and in this Supplemental Indenture and (iv) shall otherwise be subject to
the applicable provisions of the Indenture.


SECTION 2.11 Parent Guarantee.




     Article Fourteen of the Original Indenture (as amended and supplemented by this Supplemental
Indenture) shall apply to the Notes. The MLP hereby agrees that it shall be a Guarantor of each of
the 2015 Notes and the 2040 Notes in accordance with Article Fourteen of the Original Indenture.
For the purposes of this Supplemental Indenture and the Notes (including without limitation the
provisions of the Original Indenture to the extent applicable thereto), the term “Guarantor” shall
mean the MLP, and accordingly, the Parent Guarantee of the MLP shall be a Securities Guarantee with
respect to the Indenture and each of the 2015 Notes and the 2040 Notes; provided, however that such
Securities Guarantee shall not apply to any obligations under any series of Securities other than
the 2015 Notes and the 2040 Notes.



     To evidence its Parent Guarantee set forth in Article Fourteen of the Original Indenture (as
amended and supplemented by this Supplemental Indenture), the Guarantor hereby agrees that a
notation of such Parent Guarantee substantially in the form attached as Exhibit B hereto
will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Supplemental Indenture will be executed on behalf of such Guarantor by one of
its Officers.



     The Guarantor hereby agrees that its Parent Guarantee set forth in Article Fourteen of the
Original Indenture (as amended and supplemented by this Supplemental Indenture) will remain in full
force and effect notwithstanding any failure to endorse on each Note a notation of such Parent
Guarantee.



     If an Officer whose signature is on this Supplemental Indenture or on the Parent Guarantee no
longer holds that office at the time the Trustee authenticates the Note on which a Parent Guarantee
is endorsed, the Parent Guarantee will be valid nevertheless.



     The delivery of any Note by the Trustee, after the authentication thereof hereunder, will
constitute due delivery of the Parent Guarantee set forth in the Indenture on behalf of the
Guarantor.



ARTICLE THREE

Amendments to Original Indenture




     With respect to the Notes, the Original Indenture is hereby amended as set forth below in
this Article Three; provided, however, that each such amendment shall apply only to the
Notes and not to any other series of Securities issued under the Indenture.



Second Supplemental Indenture






4









 







SECTION 3.1 Defined Terms.




     Subject to the limitations set forth in the preamble to Article Three of this
Supplemental Indenture, Section 1.1 of the Original Indenture is hereby amended by inserting or
restating, as the case may be, each of the following defined terms in its appropriate alphabetical
position:




     “Additional Defeasible Provisions” means the provisions of Sections 5.1(c), 10.6, 10.7
and 10.8 of the Indenture.




     “Additional 2015 Notes” means an unlimited maximum aggregate principal amount of 2015
Notes (other than the 2015 Notes issued on the date hereof) issued under the Indenture
pursuant to Section 2.2 of this Supplemental Indenture.




     “Additional 2040 Notes” means an unlimited maximum aggregate principal amount of 2040
Notes (other than the 2040 Notes issued on the date hereof) issued under the Indenture
pursuant to Section 2.2 of this Supplemental Indenture.




     “Capital Stock” means:




     (1) in the case of a corporation, corporate stock;




     (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




     (3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and




     (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.




     “Change of Control” means the occurrence of one or more of the following events:




     (1) any sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one transaction or a series of related transactions, of all or
substantially all of the properties or assets of the MLP and its Subsidiaries taken as a
whole to any “person” or “group” of related persons as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act (regardless of whether otherwise in compliance with the
provisions of the Indenture);




     (2) the approval by the holders of Capital Stock of the MLP of any plan or proposal for
the liquidation or dissolution of the MLP;




     (3) such time as no member of the El Paso Group continues to own, directly or
indirectly, the general partner interests of the MLP, or no member or members of the El Paso
Group continue to serve as the only general partner or partners of the MLP; and




     (4) the MLP fails to own directly or indirectly 100% of the Capital Stock of the
Company.




     Notwithstanding the foregoing, a conversion of the MLP from a limited partnership to a
corporation, limited liability company or other form of entity or an exchange of all of the
outstanding limited partnership interests for Capital Stock in another Person shall not
constitute a Change of Control, so long as following such conversion or exchange the El Paso
Group beneficially owns, directly or indirectly, in the aggregate more than 50% of the
Voting Stock of



Second Supplemental Indenture




5









 






such successor entity, or continues to own a sufficient number of the outstanding
shares of Voting Stock of such successor entity to elect a majority of its directors,
managers, trustees or other persons serving in a similar capacity for such entity.




     “Change of Control Triggering Event” means the first day on which both of the following
conditions have been satisfied:




     (1) a Change of Control has occurred; and




     (2) (x) a Rating Decline has occurred during a period that (a) begins on the earlier of
(i) the date of consummation of a Change of Control, (ii) the date of public notice of the
occurrence of a Change of Control or (iii) the date of public notice of the intention by the
MLP to effect a Change of Control and (b) ends on the 90th day after the date of
consummation of such Change of Control and (y) immediately after the occurrence of such
Rating Decline, the Notes do not have an Investment Grade Rating from at least two Rating
Agencies.




     “Consolidated Net Tangible Assets” means, at any date of determination, the total
amount of assets after deducting therefrom (i) all current liabilities (excluding (A) 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 (B) current maturities of long-term debt), and (ii) the value (net of
any applicable reserves) of all goodwill, trade names, trademarks, patents and other like
intangible assets, all as set forth on the consolidated balance sheet of the Company and its
consolidated Subsidiaries for the most recently completed fiscal quarter of the Company,
prepared in accordance with GAAP.




     “Debt” means any obligation created or assumed by any Person for the repayment of
borrowed money.




     “El Paso” means El Paso Corporation, a Delaware corporation, and its successors.




     “El Paso Group” means, collectively, (a) El Paso, (b) each Person of which El Paso is a
direct or indirect Subsidiary and (c) each Person which is a direct or indirect Subsidiary
of any Person described in clause (a) or (b) of this definition.




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




     “Fitch” means Fitch Inc. or any successor to the rating agency business thereof.




     “Funded Debt” means all Debt maturing one year or more from the date of the creation
thereof, all Debt directly or indirectly renewable or extendible, at the option of the
debtor, by its terms or by the terms of any instrument or agreement relating thereto, to a
date one year or more from the date of the creation thereof, and all Debt under a revolving
credit or similar agreement obligating the lender or lenders to extend credit over a period
of one year or more.




     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s or a rating equal to or higher than BBB- (or the equivalent) by S&P
or Fitch, or, if any such entity ceases to rate the Notes for reasons outside of the
Company’s control, the equivalent investment grade credit rating from any other Rating
Agency.




     “Issue Date” means the first date on which any Notes are issued, authenticated and
delivered under the Indenture.




     “Lien” means any mortgage, pledge, security interest, charge, lien or other encumbrance
of any kind, regardless of whether filed, recorded or perfected under applicable law.



Second Supplemental Indenture






6









 









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




     “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof.




     “Officer” means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer,
the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President
of such Person.




     “Parent Guarantee” means the guarantee by the MLP of the obligations of the Company
under the Indenture and the Notes, pursuant to the guarantee provisions of the Indenture.




     “Permitted Liens” means:




     (1) Liens upon rights-of-way for pipeline purposes;




     (2) any governmental Lien, mechanics’, materialmen’s, carriers’ or similar Lien
incurred in the ordinary course of business that is not yet due or that is being contested
in good faith by appropriate proceedings and any undetermined Lien which is incidental to
construction;




     (3) the right reserved to, or vested in, any municipality or public authority by the
terms of any right, power, franchise, grant, license, permit or by any provision of law, to
purchase or recapture or to designate a purchaser of, any property;




     (4) Liens of taxes and assessments which are (A) for the then current year, (B) not at
the time delinquent, or (C) delinquent but the validity of which is being contested at the
time by the Company or any of its Subsidiaries in good faith;




     (5) Liens of, or to secure performance of, leases;




     (6) any Lien upon, or deposits of, any assets in favor of any surety company or clerk
of court for the purpose of obtaining indemnity or stay of judicial proceedings;




     (7) any Lien upon property or assets acquired or sold by the Company or any Restricted
Subsidiary resulting from the exercise of any rights arising out of defaults on receivables;




     (8) any Lien incurred in the ordinary course of business in connection with workmen’s
compensation, unemployment insurance, temporary disability, social security, retiree health
or similar laws or regulations or to secure obligations imposed by statute or governmental
regulations;




     (9) any Lien upon any property or assets in accordance with customary banking practice
to secure any Debt incurred by the Company or any Restricted Subsidiary in connection with
the exporting of goods to, or between, or the marketing of goods in, or the importing of
goods from, foreign countries; or




     (10) any Lien in favor of the United States of America or any state thereof, or any
other country, or any political subdivision of any of the foregoing, to secure partial,
progress, advance, or other payments pursuant to any contract or statute, or any Lien
securing industrial development, pollution control, or similar revenue bonds.



Second Supplemental Indenture







7









 









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




     “Principal Property” means (a) any pipeline assets of the Company or any of its
Subsidiaries, including any related facilities employed in the transportation, distribution
or marketing of natural gas, that is located in the United States of America or Canada, and
(b) any processing or manufacturing plant owned or leased by the Company or any of its
Subsidiaries and located within the United States of America or Canada, except, in the case
of either clause (a) or (b), any such assets or plant which, in the opinion of the Board of
Directors of the Company, is not material in relation to the activities of the Company and
its Subsidiaries as a whole.




     “Rating Agency” means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s,
S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly
available for reasons outside of the Company’s control, a “nationally recognized statistical
rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act,
selected by the MLP as a replacement agency for Moody’s, S&P or Fitch, or all, as the case
may be.




     “Rating Decline” means, at any time, (a) if at such time, three Rating Agencies are
continuing to rate the Notes, more than one of such Rating Agencies at such time shall
decrease its rating of the Notes to a rating below its rating of the Notes as of the Issue
Date, (b) if fewer than three Rating Agencies are continuing to provide ratings for the
Notes at such time, any of the Rating Agencies rating the Notes at such time shall decrease
its rating of the Notes to a rating below its rating of the Notes as of the Issue Date, or
(c) the absence of any ratings of the Notes at such time by any Rating Agency.




     “Restricted Subsidiary” means any Subsidiary of the Company owning or leasing any
Principal Property.




     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor to the rating agency business thereof.




     “Sale-Leaseback Transaction” means the sale or transfer by the Company or any
Restricted Subsidiary of any Principal Property to a Person (other than the Company or a
Subsidiary) and the taking back by the Company or any Restricted Subsidiary, as the case may
be, of a lease of such Principal Property.




     “Subsidiary” means, with respect to any Person,




     (1) any corporation, association or other business entity of which more than 50% of the
total voting power of the Voting Stock thereof is at the time owned or controlled, directly
or indirectly, by such Person or one or more Subsidiaries; and




     (2) any partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person, (b) the only general partners of which
are such Person or one or more of its Subsidiaries, or (c) of which more than 50% of the
partners’ capital interests (considering all partners’ capital interests as a single class)
is owned by such Person or one or more of its Subsidiaries.




     “Voting Stock” of any specified Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of Directors of
such Person.



Second Supplemental Indenture






8









 







SECTION 3.2 Parent Guarantee.




     Subject to the limitations set forth in the preamble to Article Three of this
Supplemental Indenture, Article Fourteen of the Original Indenture is hereby amended by adding the
following Sections 14.4 and 14.5 thereto:



     Section 14.4 Guarantor May Consolidate, etc., on Certain Terms.




     Except as otherwise provided in Section 14.5 of the Indenture, the Guarantor may not
consolidate or amalgamate with or merge into any other Person (other than the Company) or
sell, convey, transfer or lease or otherwise dispose of all or substantially all of the
Company’s properties and assets (on a consolidated basis) to another Person (other than the
Company), unless:




     (a) either (i) the Guarantor is the surviving Person, or (ii) the Person formed by or
surviving any such consolidation, amalgamation or merger or resulting from such conversion
(if other than the Guarantor) or to which such sale, assignment, transfer, conveyance or
other disposition has been made is a corporation, limited liability company or limited
partnership organized or existing under the laws of the United States, any state thereof or
the District of Columbia;




     (b) the Person formed by or surviving any such conversion, consolidation, amalgamation
or merger (if other than the Guarantor) or the Person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all of the Guarantor’s
obligations under this Indenture and the Parent Guarantee pursuant to a supplemental
indenture; and




     (c) the Company has delivered an Officer’s Certificate and an Opinion of Counsel to the
Trustee stating that such consolidation, amalgamation, merger, conveyance, sale, transfer or
lease and any supplemental indenture comply with this Indenture and that all conditions
precedent set forth in this Indenture have been complied with.



     Section 14.5 Releases.




     The Guarantor will be released and relieved of any obligations under its Parent
Guarantee immediately upon Legal Defeasance in accordance with Article Thirteen of this
Indenture or satisfaction and discharge of this Indenture in accordance with Article Four of
this Indenture. The Guarantor will also be released and relieved of any obligations under
its Parent Guarantee immediately upon the merger of the Guarantor with and into the Company.



ARTICLE FOUR

Additional Covenants




     With respect to the Notes, Article Ten of the Original Indenture is hereby amended as set
forth below in this Article Four; provided, however, that each such amendment shall apply
only to the Notes and not to any other series of Securities issued under the Indenture.


SECTION 4.1 Limitation on Liens.




     Subject to the limitations set forth in the preamble to Article Four of this
Supplemental Indenture, Article Ten of the Original Indenture is hereby further amended by adding
the following Section 10.6 thereto:



Second Supplemental Indenture







9









 








     Section 10.6 Limitation on Liens.




     (a) The Company shall not, and shall not permit any Restricted Subsidiary to, create,
assume, incur or suffer to exist any Lien upon any Principal Property, whether owned or
leased on the Issue Date or thereafter acquired, to secure any Debt of the Company or any
other Person (other than the Notes and the Parent Guarantee) without making effective
provision whereby the Notes shall be secured equally and ratably with, or prior to, such
Debt so long as such Debt shall be so secured. The foregoing restrictions will not,
however, apply to:




     (1) any Lien upon any property or assets of the Company or any Restricted
Subsidiary in existence on the Issue Date or created pursuant to an “after-acquired
property” clause or similar term in existence on the Issue Date or any mortgage,
pledge agreement, security agreement or other similar instrument in existence on the
Issue Date;




     (2) any Lien upon any property or assets created at the time of acquisition of
such property or assets by the Company or any Restricted Subsidiary or within one
year after such time to secure all or a portion of the purchase price for such
property or assets or Debt incurred to finance such purchase price, whether such
Debt was incurred prior to, at the time of or within one year of such acquisition;




     (3) any Lien upon any property or assets existing thereon at the time of the
acquisition thereof by the Company or any Restricted Subsidiary (regardless of
whether the obligations secured thereby are assumed by the Company or any Restricted
Subsidiary);




     (4) any Lien upon any property or assets of a Person existing thereon at the
time such Person becomes a Restricted Subsidiary by acquisition, merger or
otherwise;




     (5) the assumption by the Company or any Restricted Subsidiary of obligations
secured by any Lien existing at the time of the acquisition by the Company or any
Restricted Subsidiary of the property or assets subject to such Lien or at the time
of the acquisition of the Person that owns such property or assets;




     (6) any Lien on property to secure all or part of the cost of construction or
improvements thereon or to secure Debt incurred prior to, at the time of, or within
one year after completion of such construction or making of such improvements, to
provide funds for any such purpose;




     (7) any Lien on any oil, gas, mineral and processing and other plant properties
to secure the payment of costs, expenses or liabilities incurred under any lease or
grant or operating or other similar agreement in connection with or incident to the
exploration, development, maintenance or operation of such properties;




     (8) any Lien arising from or in connection with a conveyance by the Company or
any Restricted Subsidiary of any production payment with respect to oil, gas,
natural gas, carbon dioxide, sulfur, helium, coal, metals, minerals, steam, timber
or other natural resources;




     (9) any Lien in favor of the Guarantor, the Company or any Subsidiary of the
Company;




     (10) any Lien created or assumed by the Company or any Restricted Subsidiary in
connection with the issuance of Debt the interest on which is excludable from gross
income of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as



Second Supplemental Indenture









10









 












amended, or any successor statute, for the purpose of financing, in whole or in
part, the acquisition or construction of property or assets to be used by the
Company or any Subsidiary;




     (11) any Lien upon property or assets of any foreign Restricted Subsidiary to
secure Debt of that foreign Restricted Subsidiary;




     (12) Permitted Liens;




     (13) any Lien upon any additions, improvements, replacements, repairs,
fixtures, appurtenances or component parts thereof attaching to or required to be
attached to property or assets pursuant to the terms of any mortgage, pledge
agreement, security agreement or other similar instrument, creating a Lien upon such
property or assets permitted by clauses (1) through (12) above; or




     (14) any extension, renewal, refinancing, refunding or replacement (or
successive extensions, renewals, refinancing, refundings or replacements) of any
Lien, in whole or in part, that is referred to in clauses (1) through (13) above, or
of any Debt secured thereby; provided, however, that the principal amount of Debt
secured thereby shall not exceed the greater of the principal amount of Debt so
secured at the time of such extension, renewal, refinancing, refunding or
replacement and the original principal amount of Debt so secured (plus, in each
case, the aggregate amount of premiums, other payments, costs and expenses required
to be paid or incurred in connection with such extension, renewal, refinancing,
refunding or replacement); provided, further, however, that such extension, renewal,
refinancing, refunding or replacement shall be limited to all or a part of the
property (including improvements, alterations and repairs on such property) subject
to the encumbrance so extended, renewed, refinanced, refunded or replaced (plus
improvements, alterations and repairs on such property).




     (b) Notwithstanding the immediately preceding paragraph (a), without securing the
Notes, the Company or any Restricted Subsidiary may create, assume, incur or suffer to exist
any Lien not excepted pursuant to clauses (1) through (14) above upon any Principal Property
to secure any Debt of the Company or any other Person (other than the Notes and the Parent
Guarantee); provided that the aggregate principal amount of all such Debt then outstanding
and secured by such Lien and all similar Liens, together with all net sale proceeds from
Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by paragraph
(a) in Section 10.7 of the Indenture), does not exceed 15% of Consolidated Net Tangible
Assets.


SECTION 4.2 Restriction of Sale-Leaseback Transactions.




     Subject to the limitations set forth in the preamble to Article Four of this
Supplemental Indenture, Article Ten of the Original Indenture is hereby further amended by adding
the following Section 10.7 thereto:



     Section 10.7 Restriction of Sale-Leaseback Transactions.




     (a) The Company shall not, and shall not permit any Restricted Subsidiary to, engage in
a Sale-Leaseback Transaction, unless one of the following applies:




          (1) the Sale-Leaseback Transaction occurs within one year from the date of acquisition
of the Principal Property subject thereto or the date of the completion of construction or
commencement of full operations on such Principal Property, whichever is later;



Second Supplemental Indenture






11









 









          (2) the Sale-Leaseback Transaction involves a lease for a period, including renewals,
of not more than three years;




          (3) the Company or such Restricted Subsidiary would be entitled to incur Debt secured
by a Lien on the Principal Property subject thereto in a principal amount equal to or
exceeding the net sale proceeds from such Sale-Leaseback Transaction without securing the
Notes; or




          (4) the Company or such Restricted Subsidiary, within a one-year period after such
Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the net
sale proceeds from such Sale-Leaseback Transaction to (1) the repayment, redemption or
retirement of Funded Debt of the Company or any Subsidiary, or (2) investment in another
Principal Property;




     (b) Notwithstanding the immediately preceding paragraph (a), the Company or any
Restricted Subsidiary may effect any Sale-Leaseback Transaction not excepted pursuant to the
immediately preceding paragraph (a); provided that the net sale proceeds from such
Sale-Leaseback Transaction, together with the aggregate principal amount of then outstanding
Debt (other than the Notes) secured by Liens upon Principal Properties not excepted pursuant
to clauses (1) through (14) of Section 10.6(a), do not exceed 15% of Consolidated Net
Tangible Assets.


SECTION 4.3 Offer to Purchase Upon a Change of Control Triggering Event.




     Subject to the limitations set forth in the preamble to Article Four of this
Supplemental Indenture, Article Ten of the Original Indenture is hereby further amended by adding
the following Section 10.8 thereto:



     Section 10.8 Offer to Purchase Upon a Change of Control Triggering Event.




     (a) If a Change of Control Triggering Event occurs, each Holder of Notes will have the
right to require the Company to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (“Change
of Control Offer”) on the terms set forth below. In the Change of Control Offer, the
Company will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the
aggregate principal amount of the Notes repurchased pursuant to the foregoing, plus accrued
and unpaid interest on such Notes repurchased to the date of purchase (the “Change of
Control Payment Date”), subject to the rights of Holders of such Notes on the relevant
Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days
following any Change of Control Triggering Event, the Company will mail a notice to each
Holder of Notes describing the transaction or transactions that constitute the Change of
Control Triggering Event and offering to repurchase Notes on the Change of Control Payment
Date specified in such notice, which date shall be no earlier than 30 days and no later than
60 days from the date such notice is mailed, pursuant to the procedures required by this
Indenture and described in such notice. The Company will comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the repurchase of
Notes as a result of a Change of Control Triggering Event. To the extent that the
provisions of any securities laws or regulations conflict with the Change of Control
Triggering Event provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations
under the Change of Control Triggering Event provisions of this Indenture by virtue of the
Company’s compliance with such securities laws or regulations.



Second Supplemental Indenture






12









 









     (b) With respect to any Change of Control Offer, on the Change of Control Payment Date,
the Company will, to the extent lawful:




     (i) accept for payment all Notes or portions thereof properly tendered pursuant
to the Change of Control Offer;




     (ii) deposit with the Paying Agent (to the extent the Paying Agent acts as
tender agent for such offer) an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof properly tendered pursuant to the Change of
Control Offer; and




     (iii) deliver or cause to be delivered to the Trustee all Notes accepted for
purchase together with an Officer’s Certificate stating the aggregate principal
amount of the Notes or portions thereof being purchased by the Company.




     (c) Upon receipt of the Change of Control Payment from the Company, the Paying Agent
(to the extent the Paying Agent acts as tender agent for such offer) will promptly mail to
each Holder of Notes properly tendered pursuant to the Change of Control Offer the Change of
Control Payment for such Notes (or, if all the Notes are then in global form, make such
payment through the facilities of the Depositary), and the Trustee, upon receipt of a
Company Order, will promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any; provided that each such new Note will be in a principal amount of
$2,000 or an integral multiple of $1,000 in excess thereof. Any Note so accepted for
payment will cease to accrue interest on and after the Change of Control Payment Date unless
the Company defaults in making the Change of Control Payment.




     (d) The Company will publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date.




     (e) Notwithstanding anything to the contrary in this Section 10.8, the Company will not
be required to make a Change of Control Offer with respect to the Notes upon a Change of
Control Triggering Event if (i) a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth in this
Indenture that are applicable to a Change of Control Offer made by the Company and purchases
all Notes validly tendered and not withdrawn under such Change of Control Offer, or (ii)
prior to the Change of Control Triggering Event, notice of redemption of all outstanding
Notes has been given pursuant to the redemption provisions of this Indenture, unless and
until there is a default in payment of the applicable Redemption Price.




     (f) A Change of Control Offer may be made with respect to the Notes in advance of a
Change of Control Triggering Event, and conditioned upon the occurrence of such Change of
Control Triggering Event, if a definitive agreement for the Change of Control Triggering
Event is in place at the time of making the Change of Control Offer. Notes repurchased by
the Company pursuant to a Change of Control Offer will have the status of Notes issued but
not Outstanding or will be retired and cancelled, at the Company’s option. Notes purchased
by a third party pursuant to clause (e) of this Section 10.8 will have the status of Notes
issued and Outstanding.




     (g) In the event that, pursuant to this Section 10.8, the Company shall be required to
commence a Change of Control Offer, it shall follow the procedures specified above in this
Section 10.8, and, to the extent not inconsistent therewith, the procedures specified below
in this paragraph (g).



Second Supplemental Indenture









13









 












     (i) A Change of Control Offer shall remain open for a period of no less than 30
days and no more than 60 days following its commencement, except to the extent that
a longer period is required by applicable law (the “Offer Period”). Promptly after
the termination of the Offer Period, the Company shall purchase all Notes tendered
and not withdrawn in response to the Change of Control Offer in accordance with
Section 10.8(c) above.




     (ii) Upon the commencement of a Change of Control Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders of Notes.
The notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Change of Control Offer. The Change of
Control Offer shall be made to all Holders of Notes. The notice, which shall govern
the terms of the Change of Control Offer, shall state:




     (A) that the Change of Control Offer is being made pursuant to this
Section 10.8, and the length of time the Change of Control Offer shall
remain open;




     (B) the purchase price and the Change of Control Payment Date;




     (C) that any Note not tendered and accepted for payment shall remain
outstanding for all purposes under this Indenture;




     (D) that, unless the Company defaults in making such payment, any Note
(or portion thereof) accepted for payment pursuant to the Change of Control
Offer shall cease to accrue interest after the Change of Control Payment
Date;




     (E) that Holders electing to have a Note purchased pursuant to a Change
of Control Offer may elect to have such Notes purchased equal to $1,000 and
integral multiples of $1,000 in excess thereof;




     (F) that Holders electing to have a Note purchased pursuant to any
Change of Control Offer shall be required to surrender such Note, with the
form entitled “Option of Holder to Elect Repurchase” on the reverse of the
Note completed, or transfer by book entry transfer, to the Company, the
Depositary, if appointed by the Company, or a Paying Agent (to the extent
the Paying Agent acts as tender agent for such offer) at the address
specified in the notice at least three days before the Purchase Date;




     (G) that Holders shall be entitled to withdraw their election if the
Company, the Depositary or the Paying Agent (to the extent the Paying Agent
acts as tender agent for such offer), as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of such Note the Holder delivered for purchase and a statement that
such Holder is withdrawing its election to have such Note purchased; and




     (H) that Holders whose Notes were purchased only in part, pursuant to
this section, shall be issued new Notes equal in principal amount to the
unpurchased portion of such Notes surrendered (or transferred by book entry
transfer).



Second Supplemental Indenture




14









 





ARTICLE FIVE

Miscellaneous



SECTION 5.1 Certain Trustee Matters.




     The recitals contained herein shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness.



     The Trustee makes no representations as to the validity or sufficiency of this Supplemental
Indenture or the Notes or the proper authorization or the due execution hereof or thereof by the
Company or the Guarantor.



     Except as expressly set forth herein, nothing in this Supplemental Indenture shall alter the
duties, rights or obligations of the Trustee set forth in the Original Indenture.



     The Trustee makes no representation or warranty as to the validity or sufficiency of the
information contained in the prospectus supplement related to the Notes or any information
incorporated therein by reference.


SECTION 5.2 Continued Effect.




     Except as expressly supplemented and amended by this Supplemental Indenture, the Original
Indenture shall continue in full force and effect in accordance with the provisions thereof, and
the Original Indenture (as supplemented and amended by this Supplemental Indenture) is in all
respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall
be deemed a part of the Original Indenture in the manner and to the extent herein and therein
provided.


SECTION 5.3 Governing Law.




     This Supplemental Indenture and the Notes shall be governed by and construed in accordance
with the laws of the State of New York.


SECTION 5.4 Counterparts.




     This instrument may be executed in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same
instrument.



(Remainder of Page Intentionally Left Blank)




Second Supplemental Indenture





15











 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and delivered, all as of the date first written above.



	 	 	 	 	 	 	 

	 	 	THE COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	EL PASO PIPELINE PARTNERS OPERATING

COMPANY, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John J. Hopper
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John J. Hopper	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






Second Supplemental Indenture




 









 





	 	 	 	 	 	 	 

	 	 	THE GUARANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 






Second Supplemental Indenture




 









 





	 	 	 	 	 	 	 

	 	 	TRUSTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Herawattee Alli
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Herawattee Alli	 	 
	 

	 	Title:
	 	Authorized Officer	 	 





Second Supplemental Indenture





 









 





EXHIBIT A-1




[FORM OF FACE OF NOTE]



[If a Global Security, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN
LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.



UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]




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




4.10% Senior Note due 2015



			
	 	 	 
	No.                     
	 	U.S.$                    






CUSIP: 28370TAB5




ISIN: US28370TAB52




     EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a Delaware limited liability company
(herein called the “Company”, which term includes any successor or resulting Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to                                         , or registered assigns, the principal sum of                                         
United States Dollars on November 15, 2015, and to pay interest thereon from November 19, 2010, or
from the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 (each, an “Interest Payment Date”) in each year, commencing
on May 15, 2011, at the rate of 4.10% per annum, until the principal hereof is paid or made
available for payment and at the same rate per annum on any overdue principal and premium and on
any overdue installment of interest (to the extent that the payment of such interest shall be
legally enforceable). Interest on this Security shall be computed on the basis of a 360-day year
comprised of twelve 30-day months. In the event that any date on which interest is payable on this
Security is not a Business Day, then a payment of the interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or other payment in
respect of any such delay) with the same force and effect as if made on the date the payment was
originally payable. A “Business Day” shall mean, when used with respect to any Place of Payment,
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions and trust companies in that Place of Payment are authorized or obligated by law,
executive order or regulation to close. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the “Regular Record Date” for such interest, which shall be the May 1 or
November 1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities of this series not less than 10
days prior to such



Second Supplemental Indenture




1









 




Special Record Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange or automated quotation system on which the Securities
of this series may be listed or traded, and upon such notice as may be required by such exchange or
automated quotation system, all as more fully provided in such Indenture.




     [If a Global Security, insert—Payment of the principal of (and premium, if any) and any such
interest on this Security will be made by transfer of immediately available funds to a bank account
in the United States of America designated by the Holder in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.]



     [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and any
such interest on this Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and
private debts or subject to any laws or regulations applicable thereto and to the right of the
Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the
offices of the Paying Agent in the Borough of Manhattan, The City and State of New York, or at such
other offices or agencies as the Company may designate, by United States Dollar check drawn on, or
transfer to a United States Dollar account maintained by the payee with, a bank in The City of New
York (so long as the applicable Paying Agent has received proper transfer instructions in writing
at least 10 days prior to the payment date); provided, however, that payment of interest may be
made at the option of the Company by United States Dollar check mailed to the addresses of the
Persons entitled thereto as such addresses shall appear in the Security Register or by transfer to
a United States Dollar account maintained by the payee with a bank in The City of New York (so long
as the applicable Paying Agent has received proper transfer instructions in writing by the Record
Date prior to the applicable Interest Payment Date).]



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated:                    ,      




	 	 	 	 	 	 	 

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

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




This is one of the Securities of the series designated 4.10% Senior Notes due 2015 referred to
in the within-mentioned Indenture.




	 	 	 	 	 

	HSBC BANK USA, NATIONAL ASSOCIATION,	 	 
	as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

       Authorized Signatory
	 	 






Second Supplemental Indenture





2









 





[REVERSE OF NOTE]




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



4.10% Senior Note due 2015



     This Security is one of a duly authorized issue of senior securities of the Company (the
“Securities”), issued and to be issued in one or more series under an Indenture, dated as of March
30, 2010, as amended and supplemented by the Second Supplemental Indenture thereto dated as of
November 19, 2010 (such Indenture, as so amended and supplemented being referred to herein as the
“Indenture”), by and among the Company, El Paso Pipeline Partners, L.P. (the “Guarantor”) and HSBC
Bank USA, National Association, a national banking association organized and existing under the
laws of the United States of America, as Trustee (the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. Capitalized terms used but not defined herein have the meanings set forth in the
Indenture. This Security is one of the series designated on the face hereof.



     This Security is the general, unsecured, senior obligation of the Company and is guaranteed
pursuant to a guarantee (the “Parent Guarantee”) by the Guarantor. The Parent Guarantee is the
general, unsecured, senior obligation of the Guarantor.



     This Security is redeemable, in whole or in part, at the Company’s option at any time prior to
maturity at a Redemption Price equal to the greater of (a) 100% of the principal amount of this
Security, and (b) as determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest (not including any portion of those payments
of interest accrued as of the date of redemption) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 40 basis points, plus, in each case, accrued and unpaid interest to the
Redemption Date.



     For purposes of determining any Redemption Price, the following definitions shall apply:



     “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the Redemption Date. The Adjusted Treasury Rate will be calculated
on the third Business Day preceding the Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
applicable Quotation Agent as having a maturity comparable to the remaining term of this Security
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of this Security.



     “Comparable Treasury Price” means, with respect to any date of redemption, (a) the average of
four Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (b) if the Company obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means (a) RBS Securities Inc., BNP Paribas Securities Corp.,
Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC and their successors; provided that,
if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a “Primary
Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer; and (b) any other
Primary Treasury Dealers selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City
time) on the third Business Day preceding that Redemption Date.



Second Supplemental Indenture





3









 





     Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date, interest will cease to accrue on this Security or the portions hereof called for redemption.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     The Company is not required to make mandatory redemption or sinking fund payments with respect
to this Security.



     If a Change of Control Triggering Event occurs, each Holder of Securities will have the right
to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of
$1,000 in excess thereof) of that Holder’s Securities pursuant to an offer (“Change of Control
Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will
offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal
amount of Securities repurchased plus accrued and unpaid interest on the Securities repurchased to
the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of
Securities on the relevant Record Date to receive interest due on the relevant Interest Payment
Date. Within 30 days following any Change of Control Triggering Event, the Company will mail a
notice to each Holder of Securities describing the transaction or transactions that constitute the
Change of Control Triggering Event and offering to repurchase Securities on the Change of Control
Payment Date specified in such notice, which date shall be no earlier than 30 days and no later
than 60 days from the date such notice is mailed, pursuant to the procedures required by the
Indenture and described in such notice.



     The Indenture contains provisions for defeasance at any time of (1) the entire indebtedness of
this Security or (2) certain restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions set forth in the Indenture.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the Guarantor and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the
Company and the Guarantor and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected (with each
series voting as a separate class). The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the
Company and the Guarantor with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, regardless of whether notation of such consent or waiver is made upon this Security.



     No Holder of this Security shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless (a) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of this series, (b) the
Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall
have made written request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder, (c) such Holder or Holders have offered to the
Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request, (d) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any such proceeding and (e) no
direction inconsistent with such written request has been given to the Trustee during such 60-day
period by the Holders of a majority in principal amount of the Outstanding Securities of this
series; it being understood and intended that no one or more of such Holders shall have any right
in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any




Second Supplemental Indenture





4









 







right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such
Holders.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place(s) and rate, and
in the coin or currency, herein prescribed.



     [If a Global Security, insert—This Global Security or portion hereof may not be exchanged for
Definitive Securities of this series except in the limited circumstances provided in the Indenture.
The holders of beneficial interests in this Global Security will not be entitled to receive
physical delivery of Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.]



     [If a Definitive Security, insert—As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the office or agency of
the Company in The City of New York, or, subject to any laws or regulations applicable thereto and
to the right of the Company (limited as provided in the Indenture) to rescind the designation of
any such transfer agent, at the offices of the Security Registrar in the Borough of Manhattan, The
City of New York or at such other offices or agencies as the Company may designate, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.]



     The Securities of this series are issuable only in registered form without coupons in
denominations of U.S. $2,000 and any integral multiple of U.S. $1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of this series and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the
same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security is overdue, and none of the Company, the Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.



     No recourse under or upon any obligation, covenant or agreement of or contained in the
Indenture or of or contained in any Security, or the Parent Guarantee endorsed thereon, or for any
claim based thereon or otherwise in respect thereof, or in any Security or in the Parent Guarantee,
or because of the creation of any indebtedness represented thereby, shall be had against any
incorporator, shareholder, partner, member, officer, manager or director, as such, past, present or
future, of the Company or the Guarantor or of any successor Person, either directly or through the
Company or the Guarantor or any successor Person, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released by the acceptance hereof
and as a condition of, and as part of the consideration for, the execution of the Indenture and the
issuance of the Securities.



     This Security shall be governed by and construed in accordance with the laws of the State of
New York.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




Second Supplemental Indenture




5









 





     [If a Definitive Security, insert as a separate page—



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
                                                             (Please Print or Typewrite Name and Address of Assignee) the
within instrument of EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., and does hereby
irrevocably constitute and appoint                                          Attorney to transfer said instrument on
the books of the within-named corporation, with full power of substitution in the premises.



Please Insert Social Security or

Other Identifying Number of Assignee:




	 	 	 	 	 	 	 

	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 

	 	 

(Signature)
	 	 






	 	 	 

	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	(Participant in a Recognized Signature
	 

	 	Guaranty Medallion Program)






     NOTICE: The signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular, without alteration or enlargement or any change
whatsoever.



Second Supplemental Indenture




6









 





OPTION OF HOLDER TO ELECT REPURCHASE




     If you want to elect to have this Security purchased by the Company pursuant to Section 10.8
of the Indenture, check the box below:



o (Election to have entire Security purchased)




     If you want to elect to have only part of the Security purchased by the Company pursuant to
Section 10.8 of the Indenture, check the box below and state the amount you elect to have
purchased:



o (Election to have only part of Security purchased)




$                                        

(amount elected for purchase)




Date:                    




	 	 	 	 	 	 	 

	 

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears
on the face of this Security)
	 	 
	 
	 	 	 	 	 	 
	 

	 	Tax Identification No.:	 	 	 	 
	 

	 	 	 	 	 	 





Signature Guarantee*:                                                                    
            






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




Second Supplemental Indenture





7









 





     [If a Global Security, insert as a separate page—



SCHEDULE OF INCREASES OR DECREASES

IN GLOBAL SECURITY




     The following increases or decreases in this Global Security have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	Amount of	 	 	Principal Amount	 	 	 	 
	 	 	Decrease in	 	 	Increase in	 	 	of this Global	 	 	Signature of	 
	 	 	Principal	 	 	Principal Amount	 	 	Security Following	 	 	Authorized Officer	 
	 	 	Amount of this	 	 	of this	 	 	Such Decrease	 	 	of Trustee or	 
	Date of Exchange	 	Global Security	 	 	Global Security	 	 	(or Increase)	 	 	Depositary]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Second Supplemental Indenture






8











 





EXHIBIT A-2




[FORM OF FACE OF NOTE]



[If a Global Security, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN
LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.



UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]




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




7.50% Senior Note due 2040



			
	 	 	 
	No.                     
	 	U.S.$                    






CUSIP: 28370TAD1




ISIN: US28370TAD19




     EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a Delaware limited liability company
(herein called the “Company”, which term includes any successor or resulting Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to
                    , or registered assigns, the principal sum of                     
United States Dollars on November 15, 2040, and to pay interest thereon from November 19, 2010, or
from the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 (each, an “Interest Payment Date”) in each year, commencing
on May 15, 2011, at the rate of 7.50% per annum, until the principal hereof is paid or made
available for payment and at the same rate per annum on any overdue principal and premium and on
any overdue installment of interest (to the extent that the payment of such interest shall be
legally enforceable). Interest on this Security shall be computed on the basis of a 360-day year
comprised of twelve 30-day months. In the event that any date on which interest is payable on this
Security is not a Business Day, then a payment of the interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or other payment in
respect of any such delay) with the same force and effect as if made on the date the payment was
originally payable. A “Business Day” shall mean, when used with respect to any Place of Payment,
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions and trust companies in that Place of Payment are authorized or obligated by law,
executive order or regulation to close. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the “Regular Record Date” for such interest, which shall be the May 1 or
November 1 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities of this series not less than 10
days prior to such



Second Supplemental Indenture




1









 




Special Record Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange or automated quotation system on which the Securities
of this series may be listed or traded, and upon such notice as may be required by such exchange or
automated quotation system, all as more fully provided in such Indenture.




     [If a Global Security, insert—Payment of the principal of (and premium, if any) and any such
interest on this Security will be made by transfer of immediately available funds to a bank account
in the United States of America designated by the Holder in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.]



     [If a Definitive Security, insert—Payment of the principal of (and premium, if any) and any
such interest on this Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and
private debts or subject to any laws or regulations applicable thereto and to the right of the
Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the
offices of the Paying Agent in the Borough of Manhattan, The City and State of New York, or at such
other offices or agencies as the Company may designate, by United States Dollar check drawn on, or
transfer to a United States Dollar account maintained by the payee with, a bank in The City of New
York (so long as the applicable Paying Agent has received proper transfer instructions in writing
at least 10 days prior to the payment date); provided, however, that payment of interest may be
made at the option of the Company by United States Dollar check mailed to the addresses of the
Persons entitled thereto as such addresses shall appear in the Security Register or by transfer to
a United States Dollar account maintained by the payee with a bank in The City of New York (so long
as the applicable Paying Agent has received proper transfer instructions in writing by the Record
Date prior to the applicable Interest Payment Date).]



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


Dated:                     , ____




	 	 	 	 	 	 	 

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

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 





This is one of the Securities of the series designated 7.50% Senior Notes due 2040 referred to
in the within-mentioned Indenture.




HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

        Authorized Signatory
	 	 






Second Supplemental Indenture




2









 





[REVERSE OF NOTE]




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



7.50% Senior Note due 2040



     This Security is one of a duly authorized issue of senior securities of the Company (the
“Securities”), issued and to be issued in one or more series under an Indenture, dated as of March
30, 2010, as amended and supplemented by the Second Supplemental Indenture thereto dated as of
November 19, 2010 (such Indenture, as so amended and supplemented being referred to herein as the
“Indenture”), by and among the Company, El Paso Pipeline Partners, L.P. (the “Guarantor”) and HSBC
Bank USA, National Association, a national banking association organized and existing under the
laws of the United States of America, as Trustee (the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. Capitalized terms used but not defined herein have the meanings set forth in the
Indenture. This Security is one of the series designated on the face hereof.



     This Security is the general, unsecured, senior obligation of the Company and is guaranteed
pursuant to a guarantee (the “Parent Guarantee”) by the Guarantor. The Parent Guarantee is the
general, unsecured, senior obligation of the Guarantor.



     This Security is redeemable, in whole or in part, at the Company’s option at any time prior to
maturity at a Redemption Price equal to the greater of (a) 100% of the principal amount of this
Security, and (b) as determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest (not including any portion of those payments
of interest accrued as of the date of redemption) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the
Redemption Date.



     For purposes of determining any Redemption Price, the following definitions shall apply:



     “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the Redemption Date. The Adjusted Treasury Rate will be calculated
on the third Business Day preceding the Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
applicable Quotation Agent as having a maturity comparable to the remaining term of this Security
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of this Security.



     “Comparable Treasury Price” means, with respect to any date of redemption, (a) the average of
four Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (b) if the Company obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means (a) RBS Securities Inc., BNP Paribas Securities Corp.,
Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC and their successors; provided that,
if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a “Primary
Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer; and (b) any other
Primary Treasury Dealers selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City
time) on the third Business Day preceding that Redemption Date.



Second Supplemental Indenture




3









 








     Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date, interest will cease to accrue on this Security or the portions hereof called for redemption.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     The Company is not required to make mandatory redemption or sinking fund payments with respect
to this Security.



     If a Change of Control Triggering Event occurs, each Holder of Securities will have the right
to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of
$1,000 in excess thereof) of that Holder’s Securities pursuant to an offer (“Change of Control
Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will
offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal
amount of Securities repurchased plus accrued and unpaid interest on the Securities repurchased to
the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of
Securities on the relevant Record Date to receive interest due on the relevant Interest Payment
Date. Within 30 days following any Change of Control Triggering Event, the Company will mail a
notice to each Holder of Securities describing the transaction or transactions that constitute the
Change of Control Triggering Event and offering to repurchase Securities on the Change of Control
Payment Date specified in such notice, which date shall be no earlier than 30 days and no later
than 60 days from the date such notice is mailed, pursuant to the procedures required by the
Indenture and described in such notice.



     The Indenture contains provisions for defeasance at any time of (1) the entire indebtedness of
this Security or (2) certain restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions set forth in the Indenture.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the Guarantor and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the
Company and the Guarantor and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected (with each
series voting as a separate class). The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the
Company and the Guarantor with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, regardless of whether notation of such consent or waiver is made upon this Security.



     No Holder of this Security shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless (a) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of this series, (b) the
Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall
have made written request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder, (c) such Holder or Holders have offered to the
Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request, (d) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any such proceeding and (e) no
direction inconsistent with such written request has been given to the Trustee during such 60-day
period by the Holders of a majority in principal amount of the Outstanding Securities of this
series; it being understood and intended that no one or more of such Holders shall have any right
in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any



Second Supplemental Indenture




4









 




right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all such
Holders.




     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place(s) and rate, and
in the coin or currency, herein prescribed.



     [If a Global Security, insert—This Global Security or portion hereof may not be exchanged for
Definitive Securities of this series except in the limited circumstances provided in the Indenture.
The holders of beneficial interests in this Global Security will not be entitled to receive
physical delivery of Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.]



     [If a Definitive Security, insert—As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the office or agency of
the Company in The City of New York, or, subject to any laws or regulations applicable thereto and
to the right of the Company (limited as provided in the Indenture) to rescind the designation of
any such transfer agent, at the offices of the Security Registrar in the Borough of Manhattan, The
City of New York or at such other offices or agencies as the Company may designate, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.]



     The Securities of this series are issuable only in registered form without coupons in
denominations of U.S. $2,000 and any integral multiple of U.S. $1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of this series and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the
same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security is overdue, and none of the Company, the Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.



     No recourse under or upon any obligation, covenant or agreement of or contained in the
Indenture or of or contained in any Security, or the Parent Guarantee endorsed thereon, or for any
claim based thereon or otherwise in respect thereof, or in any Security or in the Parent Guarantee,
or because of the creation of any indebtedness represented thereby, shall be had against any
incorporator, shareholder, partner, member, officer, manager or director, as such, past, present or
future, of the Company or the Guarantor or of any successor Person, either directly or through the
Company or the Guarantor or any successor Person, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released by the acceptance hereof
and as a condition of, and as part of the consideration for, the execution of the Indenture and the
issuance of the Securities.



     This Security shall be governed by and construed in accordance with the laws of the State of
New York.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



Second Supplemental Indenture




5









 








     [If a Definitive Security, insert as a separate page—



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
                     (Please Print or Typewrite Name and Address of Assignee) the within
instrument of EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., and does hereby irrevocably
constitute and appoint                      Attorney to transfer said instrument on the books
of the within-named corporation, with full power of substitution in the premises.



Please Insert Social Security or

Other Identifying Number of Assignee:




	 	 	 	 	 	 	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(Signature)






	 	 	 

	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	                                                    (Participant in a Recognized Signature
	 

	 	                                                         Guaranty Medallion Program)






     NOTICE: The signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular, without alteration or enlargement or any change
whatsoever.



Second Supplemental Indenture




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OPTION OF HOLDER TO ELECT REPURCHASE




     If you want to elect to have this Security purchased by the Company pursuant to Section 10.8
of the Indenture, check the box below:



o (Election to have entire Security purchased)



     If you want to elect to have only part of the Security purchased by the Company pursuant to
Section 10.8 of the Indenture, check the box below and state the amount you elect to have
purchased:



o (Election to have only part of Security purchased)



$                                        

(amount elected for purchase)



Date:                                         



	 	 	 	 	 	 	 

	 

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears
on the face of this Security)
	 	 
	 
	 	 	 	 	 	 
	 

	 	Tax Identification No.:	 	 	 	 
	 

	 	 	 	 	 	 






	 	 	 	 	 

	Signature Guarantee*:
	 	 	 	 
	 

	 	 

	 	 








 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).





Second Supplemental Indenture




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     [If a Global Security, insert as a separate page—



SCHEDULE OF INCREASES OR DECREASES

IN GLOBAL SECURITY




     The following increases or decreases in this Global Security have been made:



	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	Principal Amount	 	 
	 	 	Decrease in	 	Increase in	 	of this Global	 	Signature of
	 	 	Principal	 	Principal Amount	 	Security Following	 	Authorized Officer
	 	 	Amount of this	 	of this	 	Such Decrease	 	of Trustee or
	Date of Exchange	 	Global Security	 	Global Security	 	(or Increase)	 	Depositary]
	 

	 	 
	 	 
	 	 
	 	 





Second Supplemental Indenture




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EXHIBIT B




GUARANTEE NOTATION




____% Senior Notes due 20__ of

El Paso Pipeline Partners Operating Company, L.L.C.



     The undersigned Guarantor (which term includes any successor Person in such capacity
under the Indenture), has fully, unconditionally and absolutely guaranteed, to the extent set forth
in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of
the principal of, and premium, if any, and interest on the Securities of this series and all other
amounts due and payable under the Indenture and the Securities of this series by the Company.



     The obligations of the Guarantor to the Holders of Securities of this series and to the
Trustee pursuant to the Parent Guarantee and the Indenture are expressly set forth in Article
Fourteen of the Indenture and reference is hereby made to the Indenture for the precise terms of
the Parent Guarantee.



	 	 	 	 	 	 	 

	 	 	EL PASO PIPELINE PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

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

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Second Supplemental Indenture





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