0001066107-07-000171 Sample Contracts

GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY November 1, 2007
General Partnership Agreement • November 7th, 2007 • Colorado Interstate Gas Co • Natural gas transmission • Delaware

This GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY, dated as of November 1, 2007 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by El Paso Noric Investments III, L.L.C., a Delaware limited liability company (“EP Noric”), and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP CIG”), each as a general partner of the Partnership. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below.

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COLORADO INTERSTATE GAS COMPANY as Issuer COLORADO INTERSTATE ISSUING CORPORATION as Co-issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of November 1, 2007 To INDENTURE Dated as of June 27, 1997
Indenture • November 7th, 2007 • Colorado Interstate Gas Co • Natural gas transmission • New York

FIFTH SUPPLEMENTAL INDENTURE, dated as of November 1, 2007 (this "Fifth Supplemental Indenture"), among COLORADO INTERSTATE GAS COMPANY, a Delaware corporation (the "Company"), COLORADO INTERSTATE ISSUING CORPORATION, a Delaware corporation ("Finance Corp"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association (successor-in-interest to Harris Trust and Savings Bank), as trustee under the Indenture referred to below (in such capacity, the "Trustee").

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