exv10w2



 




Exhibit 10.2

CONTRIBUTION, CONVEYANCE

AND ASSUMPTION AGREEMENT




BY AND AMONG




EL PASO PIPELINE PARTNERS, L.P.




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




EL PASO PIPELINE LP HOLDINGS, L.L.C.




WIC HOLDINGS COMPANY, L.L.C.




EL PASO WYOMING GAS SUPPLY COMPANY, L.L.C.




EPPP SNG GP HOLDINGS, L.L.C.




EPPP CIG GP HOLDINGS, L.L.C.




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




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




AND




EL PASO CORPORATION





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 

	 	ARTICLE 1	 	 	 	 
	 

	 	DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 2	 	 	 	 
	 

	 	CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1

	 	Contribution by MLP GP of the 2% Interests to MLP
	 	 	6	 
	Section 2.2

	 	Contribution by MLP GP of the Remaining Interests to MLP
	 	 	6	 
	Section 2.3

	 	Contribution by MLP GP of Common Units to El Paso LLC
	 	 	6	 
	Section 2.4

	 	Contribution by El Paso LLC of Common Units to Holdings
	 	 	6	 
	Section 2.5

	 	Contribution by Holdings of the EPPP CIG and EPPP SNG Interests to MLP
	 	 	7	 
	Section 2.6

	 	Contribution by MLP of Interests to OLLC
	 	 	7	 
	Section 2.7

	 	Underwriters’ Cash Contribution
	 	 	7	 
	Section 2.8

	 	Borrowings Under Credit Facility
	 	 	7	 
	Section 2.9

	 	Cash Distribution by MLP
	 	 	7	 
	Section 2.10

	 	Repurchase of Common Units
	 	 	7	 
	Section 2.11

	 	Payment of Transaction Costs
	 	 	7	 
	Section 2.12

	 	Redemption of Holdings Initial MLP Interest
	 	 	7	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 3	 	 	 	 
	 

	 	FURTHER ASSURANCES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.1

	 	Further Assurances
	 	 	8	 
	Section 3.2

	 	Other Assurances
	 	 	8	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 4	 	 	 	 
	 

	 	EFFECTIVE TIME	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE 5	 	 	 	 
	 

	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.1

	 	Order of Completion of Transactions
	 	 	9	 
	Section 5.2

	 	Headings; References; Interpretation
	 	 	9	 
	Section 5.3

	 	Successors and Assigns
	 	 	9	 
	Section 5.4

	 	No Third Party Rights
	 	 	9	 
	Section 5.5

	 	Counterparts
	 	 	9	 
	Section 5.6

	 	Governing Law
	 	 	9	 
	Section 5.7

	 	Severability
	 	 	9	 
	Section 5.8

	 	Amendment or Modification
	 	 	10	 
	Section 5.9

	 	Integration
	 	 	10	 
	Section 5.10

	 	Deed; Bill of Sale; Assignment
	 	 	10	 






-i-




 









 





CONTRIBUTION, CONVEYANCE

AND ASSUMPTION AGREEMENT




     This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of November 21, 2007, is
entered into by and among EL PASO PIPELINE PARTNERS, L.P., a Delaware limited partnership (“MLP”),
EL PASO PIPELINE PARTNERS GP COMPANY, L.L.C., a Delaware limited liability company (“MLP GP”), EL
PASO PIPELINE LP HOLDINGS, L.L.C., a Delaware limited liability company (“Holdings”), WIC HOLDINGS
COMPANY, L.L.C., a Delaware limited liability company (“WIC Holdings”), EL PASO WYOMING GAS SUPPLY
COMPANY, L.L.C., a Delaware limited liability company (“Wyoming Gas Supply”), EPPP SNG GP HOLDINGS,
L.L.C., a Delaware limited liability company (“EPPP SNG”), EPPP CIG GP HOLDINGS, L.L.C., a Delaware
limited liability company (“EPPP CIG”), EL PASO PIPELINE HOLDING COMPANY, L.L.C., a Delaware
limited liability company (“El Paso LLC”), EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a
Delaware limited liability company (“OLLC”), and EL PASO CORPORATION, a Delaware corporation (“El
Paso”). The parties to this Agreement are collectively referred to herein as the “Parties.”
Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.



RECITALS




     WHEREAS, MLP GP and Holdings have formed MLP, pursuant to the Delaware Revised Uniform Limited
Partnership Act (the “Delaware LP Act”), for the purpose of engaging in any business activity that
is approved by MLP GP and that lawfully may be conducted by a limited partnership organized
pursuant to the Delaware LP Act.



     WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, the
following actions have been taken prior to the date hereof:



          1. El Paso formed MLP GP under the terms of the Delaware Limited Liability Company Act (the
“Delaware LLC Act”) and contributed $1,000 in exchange for all of the membership interests in MLP
GP.




          2. El Paso formed Holdings under the Delaware LLC Act and contributed $1,000 in exchange for
all of the membership interests in Holdings.




          3. MLP GP and Holdings formed MLP, under the Delaware LP Act; MLP GP contributed $20.00 to MLP
in exchange for a 2% general partner interest in MLP; and Holdings contributed $980.00 to MLP in
exchange for a 98% limited partner interest (the “Holdings Initial MLP Interest”) in MLP.




          4. MLP formed OLLC under the Delaware LLC Act and contributed $1,000 in exchange for all of
the membership interests in OLLC.




          5. El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“Noric”)
formed EPPP CIG under the terms of the Delaware LLC Act and contributed $1,000 in exchange for all
of the membership interests in EPPP CIG.




 









 








          6. Colorado Interstate Gas Company, a Delaware corporation (“CIG”), formed WYCO Holding
Company, L.L.C., a Delaware limited liability company (“WYCO”), and contributed $1,000 in exchange
for all of the membership interests in WYCO.




          7. El Paso formed EPPP SNG under the terms of the Delaware LLC Act and contributed $1,000 in
exchange for all of the membership interests in EPPP SNG.




          8. El Paso formed El Paso SNG Holding Company, L.L.C. under the terms of the Delaware LLC Act
(“SNG Holding LLC”), and contributed $1,000 in exchange for all of the membership interests in SNG
Holding LLC.




          9. Southern Natural Gas Company, a Delaware corporation (“SNG”), paid its bondholders
$4,609,482.50 pursuant to a consent solicitation to obtain such bondholders consent to convert into
a general partnership.




          10. SNG formed Southern Natural Issuing Corporation, a Delaware corporation, and contributed
$1,000 in exchange for all of its outstanding shares of stock.




          11. El Paso contributed 10% of its stock in SNG to EPPP SNG and the remaining 90% of its stock
in SNG to SNG Holding LLC.




          12. SNG converted into a Delaware general partnership and the stock held by EPPP SNG and SNG
Holding LLC converted by operation of law into a 10% general partner interest and a 90% general
partner interest, respectively.




          13. SNG distributed El Paso Citrus Holdings, Inc., a Delaware corporation (“Citrus”), Southern
LNG, Inc., a Delaware corporation (“Southern LNG”), Southeast Storage Development Company, L.L.C.,
a Delaware limited liability company (“SSD”), Eastern Gulf Pipeline Company, a Delaware corporation
(“EGP”), SNG RenCen Company, L.L.C., a Delaware limited liability company (“RenCen”), ANR Real
Estate Corporation, a Delaware corporation (“ANR”), and 100% of the economic and 90% of the voting
interests (the “Elba Interests” and together with Citrus, Southern LNG, SSD, EGP, RenCen and ANR,
the “SNG Distributed Interests”) in Elba Express Company, L.L.C., a Delaware limited liability
company (“Elba”) to SNG Holding LLC. SNG retained a 10% voting interest in Elba.




          14. SNG Holding LLC distributed the SNG Distributed Interests to El Paso.




          15. El Paso contributed RenCen and ANR to El Paso Tennessee Pipeline Co., a Delaware
corporation (“EP TN”).




          16. EP TN contributed RenCen and ANR to El Paso TGPC Investments, L.L.C., a Delaware limited
liability company (“EP TGPC”).




          17. EP TGPC contributed RenCen and ANR to Tennessee Gas Pipeline Company, a Delaware
corporation.




          18. CIG paid its bondholders $2,744,712.50 million pursuant to a consent solicitation to
obtain such bondholders consent to convert into a general partnership.




-2-









 








          19. CIG contributed $1,000 to Colorado Interstate Issuing Corporation, a Delaware Company, in
exchange for all of its outstanding shares of stock.




          20. Noric contributed 10% of its stock in CIG, to EPPP CIG and retained the remaining 90%
stock in CIG.




          21. CIG converted into a Delaware general partnership and the stock held by EPPP CIG and Noric
converted by operation of law into a 10% general partner interest and a 90% general partner
interest, respectively.




          22. WIC Holdings distributed its 50% membership interest (“WYCO Development Interest”) in WYCO
Development LLC, a Colorado limited liability company, to CIG.




          23. WIC entered into a note payable with CIG to fund capital expenditures and general
operating needs. Subsequently, WIC entered into a $225 million note payable (the “El Paso Note”)
with El Paso and used the proceeds to repay the note payable to CIG.




          24. CIG contributed the WYCO Development Interest to WYCO.




          25. CIG distributed WIC Holdings, El Paso Wyoming Gas Supply Company, L.L.C., a Delaware
corporation (“EP WGSC”), Colorado Water Supply Company, a Delaware corporation (“CWSC”) and its 4%
membership interest (the “Cliffside Interest” and together with EP WGSC and CWSC, the “CIG
Distributed Interests”) in Cliffside Helium, LLC, a Delaware limited liability company, to Noric.




          26. Noric distributed EPPP CIG and the CIG Distributed Interests to El Paso CNG Company,
L.L.C., a Delaware limited liability company (“EP CNG”).




          27. CWSC merged into CIG-Canyon Compression Company, a Delaware corporation, and CIG-Canyon
Compression Company changed its name to EPWP Resources Company.




          28. EP CNG distributed the Cliffside Interest to EPWP Resources Company.




          29. EP CNG distributed EPPP CIG, WIC Holdings and EP WGSC to El Paso.




          30. El Paso formed El Paso LLC, a Delaware limited liability company, and contributed $1,000
in exchange for all of the membership interests in El Paso LLC.




          31. El Paso formed El Paso Pipeline Corporation, a Delaware corporation (“Pipeline
Corporation”), and contributed $1,000 in exchange for all of the ownership interests in Pipeline
Corporation.




          32. El Paso contributed its membership interests in WIC Holdings and EP WGSC to MLP GP.




-3-









 








          33. El Paso contributed its membership interests in EPPP CIG and EPPP SNG to Holdings.




          34. El Paso conveyed its membership interests in MLP GP and Holdings to El Paso LLC.




          35. El Paso conveyed a 1% membership interest in El Paso LLC to Pipeline Corporation.




     WHEREAS, concurrently with the consummation of the transactions contemplated hereby (the
“Closing”), each of the following matters shall occur:



          1. MLP GP will convey to MLP a portion of its membership interests in each of WIC Holdings and
EP WGSC with an aggregate value equal to 2% of the equity value of MLP immediately after the
Closing (the “2% Interests”), as a capital contribution in exchange for (a) 1,732,963 general
partner units representing a continuation of its 2% general partner interest in MLP and (b) the
issuance to MLP GP of all of the incentive distribution rights (the “IDRs”) of MLP.




          2. MLP GP will convey the remainder of its membership interests in each of WIC Holdings and EP
WGSC to MLP (the “Remainder Interests”), as a capital contribution, in exchange for (a) 121,698
Common Units and 27,727,411 Subordinated Units in MLP and (b) the right to receive a cash
distribution of $665 million, a portion of which is for reimbursement of certain capital
expenditures incurred by it or an affiliate.




          3. MLP GP will convey 121,698 Common Units and 27,727,411 Subordinated Units in MLP and the
right to receive $665 million to El Paso LLC, as a distribution.




          4. El Paso LLC will convey 121,698 Common Units and 27,727,411 Subordinated Units in MLP to
Holdings, as a capital contribution.




          5. Holdings will convey all of its member interests in EPPP CIG and EPPP SNG (the “EPPP CIG
and EPPP SNG Interests”) to MLP in exchange for 32,066,088 Common Units in MLP.




          6. The public, through the Underwriters, will contribute $545.5 million in cash, less the
Underwriters’ discount and structuring fees of $34.5 million, in exchange for 28,750,000 Common
Units in MLP.




          7. The MLP will repurchase 3,750,000 Common Units in MLP held by Holdings in exchange for
$70.2 million.




          8. OLLC will borrow $425 million under an unsecured five-year revolving credit facility (the
“Credit Agreement”), dated November 21, 2007, by and among, the OLLC, MLP, Wyoming Interstate
Company, Ltd., a Colorado limited partnership (“WIC”), Bank of America, N.A. and the other lenders
party thereto.




-4-









 








          9. MLP will repay the El Paso Note on behalf of WIC.




          10. MLP will (a) pay transaction expenses associated with the transactions contemplated by
this Agreement in the amount of approximately $3.0 million (exclusive of the Underwriters’
discount) and (b) distribute $665 million in cash, a portion of which is for reimbursement of
certain capital expenditures.




          11. The agreements of limited partnership and the limited liability company agreements of the
aforementioned entities will be amended and restated to the extent necessary to reflect the matters
and transaction mentioned in this Agreement.




     NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the
Parties undertake and agree as follows:



ARTICLE 1

DEFINITIONS





          Section 1.1 The following capitalized terms shall have the meanings given below.



          (a) “Agreement” means this Contribution, Conveyance and Assumption Agreement.




          (b) “Common Unit” has the meaning assigned to such term in the Partnership Agreement.




          (c) “Effective Time” shall mean 8:00 a.m. New York, New York time on the date of the
consummation of the Offering.




          (d) “IDRs” means “Incentive Distribution Rights” as such term is defined in the Partnership
Agreement.




          (e) “MLP” has the meaning assigned to such term in the opening paragraph of this Agreement.




          (f) “Offering” means the initial public offering by MLP of Common Units.




          (g) “Omnibus Agreement” means that certain Omnibus Agreement of even date herewith, among MLP,
MLP GP, CIG, SNG and El Paso.




          (h) “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of El Paso Pipeline Partners, L.P. dated as of the Effective Date.




          (i) “Partnership Group” has the meaning assigned to such term in the Omnibus Agreement.




-5-









 








          (j) “Registration Statement” means the registration statement on Form S-1 (Registration No.
333-145835) filed by MLP relating to the Offering, as amended.




          (k) “Subordinated Unit” has the meaning assigned to such term in the Partnership Agreement.




          (l) “Underwriters” means Lehman Brothers Inc., Citigroup Global Markets Inc., Goldman, Sachs &
Co., UBS Securities LLC and Tudor, Pickering & Co. Securities, Inc.




          (m) “Underwriting Agreement” means the underwriting agreement dated November 15, 2007 among
MLP, MLP GP, Holdings, OLLC and El Paso on the one hand, and the Underwriters on the other hand,
relating to the Offering.




ARTICLE 2

CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS





          Section 2.1 Contribution by MLP GP of the 2% Interests to MLP.
MLP GP hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to MLP, its successors and assigns,
for its and their own use forever, all right, title and interest in and to the 2% Interests, as a
capital contribution, in exchange for (a) a continuation of its 2% general partner interest in MLP,
(b) the issuance by MLP to MLP GP of the IDRs and (c) other good and valuable consideration, the
sufficiency of which is hereby acknowledged, and MLP hereby accepts the 2% Interests as a
contribution to the capital of MLP.




          Section 2.2 Contribution by MLP GP of the Remaining Interests to MLP. MLP GP hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers to MLP, its
successors and assigns, for its and their own use forever, all right, title and interest in
and to the Remainder Interests, as a capital contribution, in exchange for the issuance by MLP
to MLP GP of 121,698 Common Units and 27,727,411 Subordinated Units and the right to receive
$665 million, and MLP hereby accepts the Remainder Interests as a contribution to the capital
of MLP.




          Section 2.3 Distribution by MLP GP of Common Units and Subordinated Units to El Paso LLC.
MLP GP hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and
delivers to El Paso LLC, its successors and assigns, for its and their own use forever, all
right, title and interest in and to 121,698 Common Units and 27,727,411 Subordinated Units, as
a distribution and the right to receive $665 million, a portion of which is for reimbursement
of certain capital expenditures, and El Paso LLC hereby accepts the 121,698 Common Units and
27,727,411 Subordinated Units and the right to receive $665 million.




          Section 2.4 Contribution by El Paso LLC of Common Units and Subordinated Units to Holdings. El Paso LLC hereby grants, contributes, bargains, conveys, assigns, transfers, sets
over and delivers to Holdings, its successors and assigns, for its and their own use forever,
all right, title and interest in and to 121,698 Common Units and 27,727,411 Subordinated
Units, as a capital contribution, and Holdings hereby



-6-









 







accepts the 121,698 Common Units and
27,727,411 Subordinated Units as a contribution to the capital of Holdings.




          Section 2.5 Contribution by Holdings of the EPPP CIG and EPPP SNG Interests to MLP. Holdings
hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to
MLP, its successors and assigns, for its and their own use forever, all right, title and
interest in and to the EPPP CIG and EPPP SNG Interests, in exchange for 32,066,088 Common
Units in MLP, and MLP hereby accepts such as a contribution to the capital of MLP.




          Section 2.6 Contribution by MLP of Interests to OLLC. MLP hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to OLLC, its successors and
assigns, for its and their own use forever, all right, title and interest in and to the 2%
Interests, the Remaining Interests, and the EPPP CIG and EPPP SNG Interests, as a capital
contribution, and OLLC hereby accepts such as a contribution to the capital of OLLC.




          Section 2.7 Underwriters’ Cash Contribution. The Parties acknowledge that the Underwriters
have, pursuant to the Underwriting Agreement, made a capital contribution to MLP of
approximately $575 million in cash ($540.5 million net to MLP after the underwriting discount
and fees of $34.5 million) in exchange for the issuance by MLP to the Underwriters of
28,750,000 Common Units.




          Section 2.8 Borrowings Under Credit Facility. The Parties acknowledge that OLLC
has, pursuant to the Credit Agreement, made borrowings of $425 million.




          Section 2.9 Cash Distribution by MLP. OLLC hereby distributes to MLP borrowings
under the Credit Agreement in the amount of $425 million, and MLP hereby accepts such
borrowings. MLP hereby distributes to Holdings $665 million, including the borrowings under
the Credit Agreement and $240 million in proceeds from the issuance and sale of 25,000,000
Common Units to the Underwriters.




          Section 2.10 Repurchase of Common Units. The Parties acknowledge the repurchase
by MLP of 3,750,000 Common Units from Holdings, in connection with the exercise of the
Underwriters’ option to purchase additional units, in exchange $70.2 million.




          Section 2.11 Payment of Transaction Costs; Repayment of Indebtedness. The Parties acknowledge
payment by MLP, in connection with the Closing, of transaction expenses in the amount of
approximately $3.0 million (exclusive of the Underwriters’ discount). The Parties hereby
acknowledge the payment by MLP on behalf of WIC of the El Paso Note, and El Paso hereby
accepts such payment and releases WIC.




          Section 2.12 Redemption of Holdings Initial MLP Interest. MLP hereby agrees to redeem from
Holdings and agrees to retire the Holdings Initial MLP Interest in exchange for a payment in
cash to Holdings of $980.00.



-7-









 





ARTICLE 3

FURTHER ASSURANCES





          Section 3.1 Further Assurances. From time to time after the Effective Time, and without any
further consideration, the Parties agree to execute, acknowledge and deliver all such
additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases,
acquittances and other documents, and will do all such other acts and things, all in
accordance with applicable law, as may be necessary or appropriate (a) more fully to assure
that the applicable Parties own all of the properties, rights, titles, interests, estates,
remedies, powers and privileges granted by this Agreement, or which are intended to be so
granted, or (b) more fully and effectively to vest in the applicable Parties and their
respective successors and assigns beneficial and record title to the interests contributed and
assigned by this Agreement or intended so to be and to more fully and effectively carry out
the purposes and intent of this Agreement.




          Section 3.2 Other Assurances. From time to time after the Effective Time, and without any
further consideration, each of the Parties shall execute, acknowledge and deliver all such
additional instruments, notices and other documents, and will do all such other acts and
things, all in accordance with applicable law, as may be necessary or appropriate to more
fully and effectively carry out the purposes and intent of this Agreement. Without limiting
the generality of the foregoing, the Parties acknowledge that the Parties have used their good
faith efforts to attempt to identify all of the assets being contributed to MLP or its
subsidiaries as required in connection with the Offering. It is the express intent of the
Parties that MLP or its subsidiaries own all assets necessary to operate the assets that are
identified in this Agreement and in the Registration Statement. To the extent any assets were
not identified but are necessary to the operation of assets that were identified, then the
intent of the Parties is that all such unidentified assets are intended to be conveyed to the
appropriate members of the Partnership Group. To the extent such assets are identified at a
later date, the Parties shall take the appropriate actions required in order to convey all
such assets to the appropriate members of the Partnership Group. Likewise, to the extent that
assets are identified at a later date that were not intended by the Parties to be
conveyed as reflected in the Registration Statement, the Parties shall take the appropriate
actions required in order to convey all such assets to the appropriate Party.



ARTICLE 4

EFFECTIVE TIME




         Notwithstanding anything contained in this Agreement to the contrary, none of the provisions
of Article 2 or Article 3 of this Agreement shall be operative or have any effect until the
Effective Time, at which time all the provisions of Article 2 and Article 3 of this Agreement shall
be effective and operative in accordance with Article 6, without further action by any Party
hereto.



-8-









 





ARTICLE 5

MISCELLANEOUS





          Section 5.1 Order of Completion of Transactions. The transactions provided for in Article 2
and Article 3 of this Agreement shall be completed immediately following the Effective Time in
the following order: first, the transactions provided for in Article 2 shall be completed in
the order set forth therein; and second, following the completion of the transactions as
provided in Article 2, the transactions, if they occur, provided for in Article 3 shall be
completed.




          Section 5.2 Headings; References; Interpretation. All Article and Section headings in this
Agreement are for convenience only and shall not be deemed to control or affect the meaning or
construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. All references herein to
Articles and Sections shall, unless the context requires a different construction, be deemed
to be references to the Articles and Sections of this Agreement. All personal pronouns used
in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all
other genders, and the singular shall include the plural and vice versa. The use herein of
the word “including” following any general statement, term or matter shall not be construed to
limit such statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not non-limiting language (such
as “without limitation”, “but not limited to”, or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or matters that
could reasonably fall within the broadest possible scope of such general statement, term or
matter.




          Section 5.3 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.




          Section 5.4 No Third Party Rights. The provisions of this Agreement are intended to bind the
Parties as to each other and are not intended to and do not create rights in any other person
or confer upon any other person any benefits, rights or remedies and no person is or is
intended to be a third party beneficiary of any of the provisions of this Agreement.




          Section 5.5 Counterparts. This Agreement may be executed in any number of counterparts, all
of which together shall constitute one agreement binding on the Parties hereto.




          Section 5.6 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Texas.




          Section 5.7 Severability. If any of the provisions of this Agreement are held by any court
of competent jurisdiction to contravene, or to be invalid under, the laws of any political
body having jurisdiction over the subject matter hereof, such contravention or invalidity
shall not invalidate the entire Agreement. Instead, this



-9-









 







Agreement shall be construed as if it
did not contain the particular provision or provisions held to be invalid and an equitable
adjustment shall be made and necessary provision added so as to give effect to the intention
of the Parties as expressed in this Agreement at the time of execution of this Agreement.




          Section 5.8 Amendment or Modification. This Agreement may be amended or modified from time
to time only by the written agreement of all the Parties. Each such instrument shall be
reduced to writing and shall be designated on its face as an Amendment to this Agreement.




          Section 5.9 Integration. This Agreement and the instruments referenced herein supersede all
previous understandings or agreements among the Parties, whether oral or written, with respect
to their subject matter. This document and such instruments contain the entire understanding
of the Parties with respect to the subject matter hereof and thereof. No understanding,
representation, promise or agreement, whether oral or written, is intended to be or shall be
included in or form part of this Agreement unless it is contained in a written amendment
hereto executed by the Parties hereto after the date of this Agreement.




          Section 5.10 Deed; Bill of Sale; Assignment. To the extent required and permitted by
applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment”
of the assets and interests referenced herein.



[Signature page follows]




-10-









 





           IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto as of the date
first above written.



	 	 	 	 	 
	 	EL PASO PIPELINE PARTNERS, L.P.

 	 
	 	By:  	EL PASO PIPELINE GP COMPANY, L.L.C., its general partner

 	 
	 	By:  	/s/ James C. Yardley
 	 
	 	 	Name:  	James C. Yardley 	 
	 	 	Title:  	President 	 
	 
	 	EL PASO PIPELINE GP COMPANY, L.L.C.

 	 
	 	By:  	/s/ James C. Yardley
 	 
	 	 	Name:  	James C. Yardley 	 
	 	 	Title:  	President 	 
	 
	 	EL PASO PIPELINE LP HOLDINGS, L.L.C.

 	 
	 	By:  	/s/ Marguerite Woung-Chapman
 	 
	 	 	Name:  	Marguerite Woung-Chapman 	 
	 	 	Title:  	President 	 
	 
	 	WIC HOLDINGS COMPANY, L.L.C.

 	 
	 	By:  	/s/ James J. Cleary
 	 
	 	 	Name:  	James J. Cleary 	 
	 	 	Title:  	President 	 
	 
	 	EL PASO WYOMING GAS SUPPLY COMPANY, L.L.C.

 	 
	 	By:  	/s/ James J. Cleary
 	 
	 	 	Name:  	James J. Cleary 	 
	 	 	Title:  	President 	 
	 




 









 





	 	 	 	 	 
	 	EPPP SNG GP HOLDINGS, L.L.C.

 	 
	 	By:  	/s/ James C. Yardley
 	 
	 	 	Name:  	James C. Yardley 	 
	 	 	Title:  	President 	 
	 
	 	EPPP CIG GP HOLDINGS, L.L.C.

 	 
	 	By:  	/s/ James J. Cleary
 	 
	 	 	Name:  	James J. Cleary 	 
	 	 	Title:  	President 	 
	 
	 	EL PASO PIPELINE HOLDING COMPANY, L.L.C.

 	 
	 	By:  	/s/ Marguerite Woung-Chapman
 	 
	 	 	Name:  	Marguerite Woung-Chapman 	 
	 	 	Title:  	President 	 
	 
	 	EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

 	 
	 	By:  	/s/ James C. Yardley
 	 
	 	 	Name:  	James C. Yardley 	 
	 	 	Title:  	President 	 
	 
	 	

EL PASO CORPORATION

 	 
	 	By:  	/s/ James C. Yardley
 	 
	 	 	Name:  	James C. Yardley 	 
	 	 	Title:  	Executive Vice President