0000950134-07-021508 Sample Contracts

FORM OF GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY
General Partnership Agreement • October 18th, 2007 • El Paso Pipeline Partners, L.P. • Natural gas transmission • Delaware

This GENERAL PARTNERSHIP AGREEMENT OF SOUTHERN NATURAL GAS COMPANY, dated as of ___, 2007 [Note: to be conversion date] (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by EP SNG Holding Company, L.L.C., a Delaware limited liability company (“EP SNG”), and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company (“EPPP SNG”), 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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FORM OF OMNIBUS AGREEMENT BY AND AMONG EL PASO PIPELINE PARTNERS, L.P., EL PASO PIPELINE GP COMPANY, L.L.C., SOUTHERN NATURAL GAS COMPANY, COLORADO INTERSTATE GAS COMPANY AND EL PASO CORPORATION
Omnibus Agreement • October 18th, 2007 • El Paso Pipeline Partners, L.P. • Natural gas transmission

THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “MLP”), El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company (“General Partner”), Southern Natural Gas Company, a Delaware general partnership (“SNG”), Colorado Interstate Gas Company, a Delaware general partnership (“CIG”) and El Paso Corporation, a Delaware corporation (“El Paso”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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25,000,000 Common Units EL PASO PIPELINE PARTNERS, L.P. Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • October 18th, 2007 • El Paso Pipeline Partners, L.P. • Natural gas transmission • New York

Lehman Brothers Inc. Citigroup Global Markets, Inc. Goldman, Sachs & Co. UBS Securities LLC, As Representatives of the several Underwriters named in Schedule I attached hereto,

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FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EL PASO PIPELINE GP COMPANY, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF , 2007
Limited Liability Company Agreement • October 18th, 2007 • El Paso Pipeline Partners, L.P. • Natural gas transmission • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EL PASO PIPELINE GP COMPANY, L.L.C. (the “Company”), dated as of , 2007, is adopted, executed and agreed to, for good and valuable consideration, by El Paso Pipeline Holding Company, L.L.C., a Delaware limited liability company (“Holding Co.”), as the sole member.

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FORM OF MASTER SERVICES AGREEMENT By and Between COLORADO INTERSTATE GAS COMPANY and EL PASO CORPORATION TENNESSEE GAS PIPELINE COMPANY EL PASO NATURAL GAS COMPANY and CIG PIPELINE SERVICES COMPANY, L.L.C. DATED: November ___, 2007
Master Services Agreement • October 18th, 2007 • El Paso Pipeline Partners, L.P. • Natural gas transmission • Colorado

THIS MASTER SERVICES AGREEMENT (“Agreement”), made and entered into as of this ___ day of November, 2007 by and between Colorado Interstate Gas Company, a Delaware partnership (“CIG”) and El Paso Corporation, a Delaware corporation (“EPC”) and its affiliates, Tennessee Gas Pipeline Company, a Delaware corporation (“TGP”), El Paso Natural Gas Company, a Delaware corporation (“EPNG”) and CIG Pipeline Services Company, L.L.C., a Delaware limited liability company (“CIG Servco”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 18th, 2007 • El Paso Pipeline Partners, L.P. • Natural gas transmission • Delaware

This Indemnification Agreement (this “Agreement”) is made and delivered this ___day of ___, 200___, by El Paso Pipeline GP Company, L.L.C. (the “Company”), to and for the benefit of ___(“DIRECTOR”).

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FORM OF 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....
Contribution, Conveyance and Assumption Agreement • October 18th, 2007 • El Paso Pipeline Partners, L.P. • Natural gas transmission • Texas

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of , 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 HOLINGS, 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

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