SECURITIES PURCHASE AGREEMENT

EX-10.2 3 h64427exv10w2.htm SECURITIES PURCHASE AGREEMENT exv10w2

Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

EL PASO PIPELINE PARTNERS, L.P.,

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

AND

THE PURCHASERS

TABLE OF CONTENTS


ARTICLE I DEFINITIONS			1

Section 1.01 Definitions			1
Section 1.02 Accounting Procedures and Interpretation			5

ARTICLE II SALE AND PURCHASE			6

Section 2.01 Sale and Purchase			6
Section 2.02 Closing			6
Section 2.03 Independent Nature of Purchasers’ Obligations and Rights			6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP			7

Section 3.01 Existence of the Partnership and its Subsidiaries			7
Section 3.02 Restricted Units, Capitalization and Valid Issuance			7
Section 3.03 SEC Documents			9
Section 3.04 No Material Adverse Change			10
Section 3.05 Litigation			10
Section 3.06 No Breach			10
Section 3.07 Authority			10
Section 3.08 Approvals			11
Section 3.09 MLP Status			11
Section 3.10 Investment Company Status			11
Section 3.11 Valid Private Placement			11
Section 3.12 Certain Fees			11
Section 3.13 No Side Agreements			11
Section 3.14 Taxes			11
Section 3.15 Acknowledgment Regarding Purchase of Restricted Units			12
Section 3.16 Compliance with Laws			12
Section 3.17 Insurance			12
Section 3.18 No Integrated Offering			12
Section 3.19 Registration Rights			13

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER			13

Section 4.01 Valid Existence			13
Section 4.02 No Breach			13
Section 4.03 Authority			13
Section 4.04 Investment			14
Section 4.05 Nature of Purchaser			14
Section 4.06 Receipt of Information; Authorization			14
Section 4.07 Restricted Securities			14
Section 4.08 Certain Fees			15
Section 4.09 Legend			15
Section 4.10 No Substantial Security Holders			15
Section 4.11 No Side Agreements			15
Section 4.12 Short Selling			15
Section 4.13 Record Date; Distributions			15

ARTICLE V COVENANTS			16

Section 5.01 Issuer Lock-Up/Subsequent Issuances of Units			16

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Section 5.02 Purchaser Lock-Ups			16
Section 5.03 Taking of Necessary Action			16
Section 5.04 Disclosure; Public Filings			16
Section 5.05 Other Actions			16
Section 5.06 Use of Proceeds			17
Section 5.07 Partnership Fees			17
Section 5.08 Purchaser Fees			17
Section 5.09 Certain Special Allocations of Book and Taxable Income			17
Section 5.10 Non-Disclosure; Interim Public Filings			18
Section 5.11 Acknowledgement and Agreement Regarding Short Sales			18
Section 5.12 Rule 144 Reporting			18
Section 5.13 Failure to Timely File Required Documents with the Commission			18

ARTICLE VI CLOSING CONDITIONS			19

Section 6.01 Conditions to the Closing			19
Section 6.02 Partnership Deliveries			21
Section 6.03 Purchaser Deliveries			21

ARTICLE VII INDEMNIFICATION, COSTS AND EXPENSES			22

Section 7.01 Indemnification by the Partnership			22
Section 7.02 Indemnification by Purchasers			22
Section 7.03 Indemnification Procedure			22

ARTICLE VIII MISCELLANEOUS			23

Section 8.01 Interpretation			23
Section 8.02 Survival of Provisions			24
Section 8.03 No Waiver; Modifications in Writing			24
Section 8.04 Binding Effect; Assignment			24
Section 8.05 Aggregation of Restricted Units			25
Section 8.06 [Reserved]			25
Section 8.07 Communications			25
Section 8.08 Removal of Legend			25
Section 8.09 Entire Agreement			26
Section 8.10 Governing Law			26
Section 8.11 Execution in Counterparts			26
Section 8.12 Expenses			26
Section 8.13 Obligations Limited to Parties to Agreement			26
Section 8.14 Waiver of Preemptive Right by General Partner			27
Section 8.15 Termination			27

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SCHEDULES AND EXHIBITS

Exhibit A - Form of Legal Opinion

iii

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT, dated effective as of September 30, 2008 (this “Agreement”), by and among El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), each of the Purchasers listed in the signature pages attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company (the “General Partner”).

WHEREAS, the Partnership desires to partially fund the acquisition of an incremental interest of 15 percent of Southern Natural Gas Company and 30 percent of Colorado Interstate Gas Company from El Paso Corporation and its Affiliates;

WHEREAS, the Partnership desires to sell Restricted Units to each of the Purchasers in a private placement exempt from the registration requirements of the Securities Act, and the Purchasers desire to purchase such Restricted Units from the Partnership, each in accordance with the provisions of this Agreement; and

WHEREAS, the Partnership has agreed to provide Purchasers with certain registration rights with respect to the Purchased Restricted Units acquired pursuant to this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partnership and each of the Purchasers, severally and not jointly, hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Action” against a Person means any lawsuit, action, proceeding, investigation or complaint before any Governmental Authority, mediator or arbitrator.

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. For purposes of the Basic Documents, MLP Co-Investment Opportunity Fund, L.P. shall be deemed to be an Affiliate of NGPMR MLP Opportunity Fund Company, LLC.

“Agreement” shall have the meaning specified in the introductory paragraph.

“Basic Documents” means, collectively, this Agreement and any and all other agreements or instruments executed and delivered by the Parties on the date hereof or the Closing Date relating to the issuance and sale of the Restricted Units, or any amendments, supplements, continuations or modifications thereto.

“Business Day” means any day other than a Saturday, Sunday, or a legal holiday for commercial banks in New York, New York.

“CIG” means Colorado Interstate Gas Company, a Delaware general partnership.

“Closing” shall have the meaning specified in Section 2.02.

“Closing Date” shall have the meaning specified in Section 2.02.

“Commission” means the United States Securities and Exchange Commission.

“Commitment Purchase Amount” means with respect to each Purchaser, the dollar amount set forth opposite each Purchaser’s name under the heading “Commitment Purchase Amount.”

“Contribution Agreement” means the Contribution and Exchange Agreement, dated September 17, 2008, by and among the Partnership, El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company and the general partner of the Partnership, El Paso Pipeline LP Holdings, L.L.C., El Paso Pipeline Partners Operating Company, L.L.C., El Paso Corporation, El Paso Noric Investments III, L.L.C., Colorado Interstate Gas Company, El Paso SNG Holding Company, L.L.C., Southern Natural Gas Company, EPPP SNG GP Holdings, L.L.C. and EPPP CIG GP Holdings, L.L.C.

“Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act.

“El Paso GP LTIP” means the El Paso Pipeline GP Company, L.L.C. Long-Term Incentive Plan, as amended from time to time.

“EPPP CIG” means EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company.

“EPPP SNG” means EPPP SNG GP Holdings, a Delaware limited liability company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.

“General Partner” has the meaning specified in the recitals of this Agreement.

“Governmental Authority” shall include the country, state, county, city and political subdivisions in which any Person or such Person’s Property is located or which exercises valid

jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authorities that exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, the Partnership, its Subsidiaries or any of their Property or any of the Purchasers.

“Indemnified Party” shall have the meaning specified in Section 7.03.

“Indemnifying Party” shall have the meaning specified in Section 7.03.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this Agreement, a Person shall be deemed to be the owner of any Property that it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

“Liquidated Damages Amount” means an amount equal to 1.00% of the product of $17.182 times the weighted average of Restricted Securities held by such Purchaser per 30-day period. The Liquidated Damages Amount for any period of less than 30 days shall be prorated by multiplying the Liquidated Damages Amount to be paid in a full 30-day period by a fraction, the numerator of which is the number of days for which such liquidated damages are owed, and the denominator of which is 30.

“Lock-Up Date” means 90 days from the Closing Date.

“Knowledge of the Partnership” means to the actual knowledge of James C. Yardley, John R. Sult, James J. Cleary, Daniel B. Martin or Norman G. Holmes, as Chairman or executive officers of the General Partner.

“NYSE” means the New York Stock Exchange.

“Partnership” shall have the meaning specified in the introductory paragraph.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 21, 2007.

“Partnership Material Adverse Effect” means any material and adverse effect on (i) the assets, liabilities, financial condition, business, operations, prospects or affairs of the Partnership and its Subsidiaries, taken as a whole, measured against those assets, liabilities, financial condition, business, operations, prospects or affairs reflected in the SEC Documents filed with

the Commission prior to the date hereof or from the facts represented or warranted by the Partnership in any Basic Document, (ii) the ability of the Partnership to meet its obligations under the Basic Documents, or (iii) the ability of the Partnership to consummate the transactions under any Basic Document on a timely basis. Notwithstanding the foregoing, a “Partnership Material Adverse Effect” shall not include any effect resulting or arising from: (a) any change in general economic conditions in the industries or markets in which the Partnership or its Subsidiaries operate that do not have a disproportionate impact on the Partnership or its Subsidiaries; (b) the outbreak or escalation of national or international political, diplomatic or military conditions, including any engagement in hostilities, whether or not pursuant to a declaration of war, or the occurrence of any military or terrorist attack; or (c) changes in GAAP or other accounting principles.

“Partnership Related Parties” shall have the meaning specified in Section 7.02.

“Partnership Securities” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights to an equity interest in the Partnership), including without limitation Units.

“Party” or “Parties” means the Partnership and the Purchasers party to this Agreement, individually or collectively, as the case may be.

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

“Private Placement Value” shall have the meaning specified in Section 5.09.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Purchaser” and “Purchasers” shall have the meaning specified in the introductory paragraph.

“Purchaser Material Adverse Effect” means, with respect to a particular Purchaser, any material and adverse effect on (a) the ability of a Purchaser to meet its obligations under the Basic Documents or (b) the ability of a Purchaser to consummate the transactions under any Basic Document on a timely basis.

“Purchaser Related Parties” shall have the meaning specified in Section 7.01.

“Representatives” of any Person means the Affiliates, control persons, officers, directors, employees, agents, counsel, investment bankers and other representatives of such Person.

“Restricted Units” means the Units to be issued and sold to the Purchasers pursuant to this Agreement.

“SEC Documents” shall have the meaning specified in Section 3.03.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Short Sale” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

“SNG” means Southern Natural Gas Company, a Delaware general partnership.

“Subordinated Unit” means a Partnership Security representing a fractional part of the partnership interests of all limited partners of the Partnership and having the rights and obligations specified with respect to subordinated units in the Partnership Agreement. The term “Subordinated Unit” does not include a Unit. A Subordinated Unit that is convertible into a Unit shall not constitute a Unit until such conversion occurs.

“Subsidiary” means, as to any Person, any corporation or other entity of which (i) such Person or a Subsidiary of such Person is a general partner or managing member, (ii) at least a majority of the outstanding equity interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes; provided, none of CIG, SNG or any of their respective Subsidiaries shall be a “Subsidiary” of the Partnership or any of its Subsidiaries for the purposes of this Agreement.

“Taxes” means any tax, charge, levy, penalty or other assessment imposed by any U.S. federal, state, local or foreign taxing authority, including any excise, property, income, sales, transfer, franchise, payroll, withholding, social security or other tax, including any interest, penalties or additions attributable thereto.

“Tax Return” means any return, report, information return, declaration, claim for refund or other document (including any related or supporting information) supplied or required to be supplied with respect to any Taxes and including any supplement or amendment thereof.

“Unit” means a common unit of the Partnership representing limited partner interests therein.

“Unit Purchase Price” shall have the meaning specified in Section 2.01(c).

“Unitholders” means the Unitholders of the Partnership (within the meaning of the Partnership Agreement).

“8-K Filing” shall have the meaning specified in Section 5.10.

Section 1.02 Accounting Procedures and Interpretation. Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with

respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchasers under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II
SALE AND PURCHASE

Section 2.01 Sale and Purchase.

(a) Sale and Purchase. Subject to the terms and conditions of this Agreement, at the Closing, the Partnership hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from the Partnership, the number of Restricted Units determined pursuant to paragraph (b) below of this Section 2.01, and each Purchaser agrees to pay the Partnership the Unit Purchase Price for each Restricted Unit, in each case, as set forth in paragraph (c) below of this Section 2.01. The obligation of each Purchaser under this Agreement is independent of the obligation of each other Purchaser, and the failure or waiver of performance with respect to any Purchaser does not excuse performance by any other Purchaser.

(b) Units. The number of Restricted Units to be issued and sold to each Purchaser shall be the number of Restricted Units listed under the name of such Purchaser on the attached signature pages.

(c) Consideration. The amount per Restricted Unit each Purchaser will pay to the Partnership to purchase the Restricted Units (the “Unit Purchase Price”) shall be $17.182.

Section 2.02 Closing. Subject to the terms and conditions of this Agreement, the execution and delivery of the Basic Documents (other than this Agreement), delivery of certificates representing the Restricted Units and execution and delivery of all other instruments, agreements, and other documents required (which certificates representing the Restricted Units may be delivered within seven (7) Business Days of the Closing Date) by this Agreement (the “Closing”) shall take place on September 30, 2008, or such other date as shall be agreeable to the Parties (the “Closing Date”). The Closing shall take place at the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002. At the Closing, subject to the terms and conditions of this Agreement, each of the Partnership and the Purchasers shall deliver, or cause to be delivered, the items set forth in Article VI.

Section 2.03 Independent Nature of Purchasers’ Obligations and Rights. The respective obligations of each Purchaser under any Basic Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Basic Document. The failure or waiver of performance under any Basic Document by any Purchaser, or on its behalf, does not

excuse performance by any other Purchaser. Nothing contained herein or in any other Basic Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group for purposes of Section 13(d) of the Exchange Act with respect to such obligations or the transactions contemplated by any Basic Document. Each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the other Basic Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

The Partnership represents and warrants to the Purchasers, on and as of the date of this Agreement and on and as of the Closing Date, as follows:

Section 3.01 Existence of the Partnership and its Subsidiaries.

(a) The Partnership: (i) is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware; (ii) has all requisite limited partnership power and authority, and has all governmental licenses, authorizations, consents and approvals, necessary to own, lease, use and operate its Properties and carry on its business as its business is now being conducted as described in the SEC Documents, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to have a Partnership Material Adverse Effect; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualifications necessary, except where failure so to qualify would not reasonably be expected to have a Partnership Material Adverse Effect. The Partnership is not in violation of its certificate of limited partnership or the Partnership Agreement.

(b) The General Partner has been duly formed and is validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own, lease, use or operate its Properties and carry on its business as now being conducted and as described in the SEC Documents, except where the failure to obtain such licenses, authorizations, consents and approvals would not be reasonably likely to have a Partnership Material Adverse Effect.

Section 3.02 Restricted Units, Capitalization and Valid Issuance.

(a) The Restricted Units shall have those rights, preferences, privileges and restrictions governing the Units as set forth in the Partnership Agreement. A true and correct copy of the Partnership Agreement has been filed by the Partnership with the Commission.

(b) As of the date of this Agreement, the issued and outstanding limited partner interests of the Partnership consist of 57,196,211 Units, 27,727,411 Subordinated

Units and the Incentive Distribution Rights (as defined in the Partnership Agreement) and the only issued and outstanding general partner interest is the General Partner’s 2% general partner interest. All of the outstanding Units, Subordinated Units and Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law under the Delaware LP Act and the Partnership Agreement and are fully paid (to the extent required under applicable Law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

(c) Other than the El Paso GP LTIP, the Partnership has no equity compensation plans that contemplate the issuance of Units (or securities convertible into or exchangeable for Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Unitholders may vote is issued or outstanding. Except (i) as have been granted pursuant to El Paso GP LTIP, (ii) as contemplated by this Agreement, (iii) as contemplated by the Contribution Agreement or (iv) as are contained in the Partnership Agreement, there are no outstanding or authorized (A) options, warrants, preemptive rights, subscriptions, calls, convertible or exchangeable securities or other rights, agreements, claims or commitments of any character obligating the Partnership or any of its Subsidiaries to issue, transfer or sell any limited partner interests or other equity interests in, the Partnership or securities convertible into or exchangeable for such limited partner interests or other equity interests, (B) obligations of the Partnership to repurchase, redeem or otherwise acquire any limited partner interests or other equity interests of the Partnership or any of its Subsidiaries or any such securities or agreements listed in clause (A) of this sentence or (C) voting trusts or similar agreements to which the Partnership or any of its Subsidiaries is a party with respect to the voting of the equity interests of the Partnership. Neither the execution of this Agreement nor the issuance of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Partnership.

(d) (i) All of the issued and outstanding equity interests of each of the Partnership’s Subsidiaries are owned, directly or indirectly, by the Partnership free and clear of any Liens (except for such restrictions as may exist under applicable Law, the organizational documents of such Subsidiaries), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required by applicable Law and the organizational documents of such Subsidiaries) and non-assessable (except as nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act and Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, or the organizational documents of such Subsidiaries) and (ii) except as disclosed in the Partnership’s SEC Documents, neither the Partnership nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person other than such Subsidiaries, CIG and SNG.

(e) After giving effect to the transactions contemplated by the Contribution Agreement, EPPP CIG will directly own a 40% general partnership interest in CIG and

EPPP SNG will directly own a 25% general partnership interest in SNG and all such general partnership interests will have been duly authorized and validly issued.

(f) The offer and sale of the Restricted Units and the limited partner interests represented thereby have been duly authorized by the Partnership pursuant to the Partnership Agreement and, when issued and delivered to the Purchasers against payment therefore in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by applicable Law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement and under applicable state and federal securities Laws and other than such Liens as are created by the Purchasers.

(g) The Restricted Units will be issued in compliance with all applicable rules of the NYSE. Prior to the Closing Date, the Partnership will submit to the NYSE a Supplemental Listing Application with respect to the Restricted Units. The Partnership’s currently outstanding Units are quoted on the NYSE and the Partnership has not received any notice of delisting.

(h) Neither the execution of this Agreement nor the offering or sale of the Restricted Units gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership other than those rights granted to the General Partner or any of its Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement.

Section 3.03 SEC Documents. The Partnership has filed with the Commission all reports, schedules and statements required to be filed by it under the Exchange Act since the consummation of its initial public offering (all such documents filed on or prior to the date of this Agreement, but specifically excluding any documents “furnished,” collectively, the “SEC Documents”). The SEC Documents, including any Partnership audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (except to the extent corrected by a subsequently filed SEC Document filed prior to the date of this Agreement) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with applicable requirements of the Exchange Act and the applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and (iv) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Partnership as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Ernst & Young LLP is an independent registered public accounting firm with respect to the Partnership and has not resigned or been dismissed as an independent registered public accountant of the Partnership as a result of or in connection with any disagreement with the

Partnership on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Section 3.04 No Material Adverse Change. Except as set forth in or contemplated by the SEC Documents filed with the Commission since June 30, 2008, the Partnership and its Subsidiaries have conducted their business in the ordinary course, consistent with past practice, and there has been no (i) change that has had or would reasonably be expected to have a Partnership Material Adverse Effect, (ii) acquisition or disposition of any material asset by the Partnership or any of its Subsidiaries or any contract or arrangement therefore, otherwise than for fair value in the ordinary course of business, (iii) material change in the Partnership’s accounting principles, practices or methods or (iv) incurrence of material indebtedness.

Section 3.05 Litigation. Except as set forth in the SEC Documents, there is no Action pending or, to the Knowledge of the Partnership, contemplated or threatened against the Partnership or any of its Subsidiaries or any of their respective officers (in their capacity as such), directors (in their capacity as such) or Properties, (a) which (individually or in the aggregate) reasonably would be expected to have a Partnership Material Adverse Effect or which challenges the validity of any of the Basic Documents or the right of the Partnership to enter into any of the Basic Documents or to consummate the transactions contemplated hereby and thereby or (b) which would reasonably be expected to adversely affect or restrict the Partnership’s ability to consummate the transactions contemplated by the Basic Documents.

Section 3.06 No Breach. The execution, delivery and performance by the Partnership of the Basic Documents to which it is a party and all other agreements and instruments to be executed and delivered by the Partnership pursuant hereto or thereto or in connection herewith and therewith, and compliance by the Partnership with the terms and provisions hereof and thereof, do not and will not (a) violate any provision of any Law, governmental permit, determination or award having applicability to the Partnership or any of its Subsidiaries or any of their respective Properties, (b) conflict with or result in a violation of any provision of the organizational documents of the Partnership or any of its Subsidiaries, (c) require any consent, approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, license, loan or credit agreement or other instrument, obligation or agreement to which the Partnership or any of its Subsidiaries is a party or by which the Partnership or any of its Subsidiaries or any of their respective Properties may be bound or (d) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Partnership or any of its Subsidiaries, except in the cases of clauses (a), (c) and (d) where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing provisions of this Section 3.06 would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect.

Section 3.07 Authority. The Partnership has all necessary limited partnership power and authority to execute, deliver and perform its obligations under the Basic Documents to which it is a party and to consummate the transactions contemplated thereby; the execution, delivery and performance by the Partnership of the Basic Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all

necessary action on its part; and the Basic Documents will constitute the legal, valid and binding obligations of Partnership, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith. No approval from the holders of outstanding Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and sale of the Restricted Units to the Purchasers.

Section 3.08 Approvals. No authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Partnership of any of the Basic Documents to which it is a party or the Partnership’s issuance and sale of the Restricted Units, except (i) as may be required under the state securities or “Blue Sky” Laws, or (ii) where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect.

Section 3.09 MLP Status. The Partnership has, for each taxable year beginning on or after the closing of its initial public offering, met the gross income requirements of Section 7704(c)(2) of the Internal Revenue Code of 1986, as amended.

Section 3.10 Investment Company Status. The Partnership is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.11 Valid Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement, the sale and issuance of the Restricted Units pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither the Partnership nor, to the Knowledge of the Partnership, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

Section 3.12 Certain Fees. No fees or commissions are or will be payable by the Partnership to brokers, finders, or investment bankers with respect to the sale of any of the Restricted Units or the consummation of the transactions contemplated by this Agreement.

Section 3.13 No Side Agreements. Other than this Agreement, there are no agreements by, among or between the Partnership or its Affiliates, on the one hand, and any of the Purchasers or their Affiliates, on the other hand, with respect to the transactions contemplated hereby nor promises or inducements for future transactions between or among any of such parties.

Section 3.14 Taxes. The Partnership has filed all Tax Returns required to be filed. To the Knowledge of the Partnership, such Tax Returns are true, correct and complete in all material respects. The Partnership has paid in full all Taxes shown to be due on such Tax Returns. The Partnership has not received any written notice of deficiency or assessment from any taxing authority with respect to liabilities for any material Taxes, which have not been fully paid or

finally settled, unless being contested in good faith through appropriate proceedings and for which adequate reserves are presented in the Partnership’s financial statements included in the SEC Documents.

Section 3.15 Acknowledgment Regarding Purchase of Restricted Units. The Partnership acknowledges and agrees that (i) each of the Purchasers is participating in the transactions contemplated by this Agreement and the other Basic Documents at the Partnership’s request and the Partnership has concluded that such participation is in the Partnership’s best interest and is consistent with the Partnership’s objectives and (ii) each of the Purchasers is acting solely in the capacity of an arm’s length purchaser. The Partnership further acknowledges that no Purchaser is acting or has acted as an advisor, agent or fiduciary of the Partnership (or in any similar capacity) with respect to this Agreement or the other Basic Documents and any advice given by any Purchaser or any of its respective Representatives in connection with this Agreement or the other Basic Documents is merely incidental to the Purchasers’ purchase of the Restricted Units. The Partnership further represents to each Purchaser that the Partnership’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Partnership and its Representatives.

Section 3.16 Compliance with Laws. Neither the Partnership nor any of its Subsidiaries is in violation of any Law applicable to the Partnership or its Subsidiaries, except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect. The Partnership and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Partnership Material Adverse Effect, and neither the Partnership nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, except where such potential revocation or modification would not have, individually or in the aggregate, a Partnership Material Adverse Effect.

Section 3.17 Insurance. The Partnership and the General Partner are insured against such losses and risks and in such amounts as the Partnership believes in its sole discretion to be prudent for its businesses. The Partnership does not have any reason to believe that it or the General Partner will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

Section 3.18 No Integrated Offering. Neither the Partnership, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Restricted Units to be integrated with prior offerings by the Partnership for purposes of the Securities Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the trading market on which the Units are currently listed or quoted.

Section 3.19 Registration Rights. Neither the execution of this Agreement nor the issuance of the Purchased Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Partnership.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER

Each Purchaser, severally and not jointly, represents and warrants to the Partnership with respect to itself, on and as of the date of this Agreement and on and as of the Closing Date, as follows:

Section 4.01 Valid Existence. Such Purchaser (a) is duly incorporated or formed, validly existing and in good standing under the Laws of its respective jurisdiction of incorporation or formation, and (b) has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary to own its Properties and carry on its business as its business is now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to have a Purchaser Material Adverse Effect. Each such Purchaser is not in default in the performance, observance or fulfillment of any provision of its organizational documents, except where such default would not have or would not reasonably be likely to have a Purchaser Material Adverse Effect.

Section 4.02 No Breach. The execution, delivery and performance by such Purchaser of the Basic Documents to which it is a party and all other agreements and instruments to be executed and delivered by such Purchaser pursuant hereto or thereto or in connection herewith or therewith, compliance by such Purchaser with the terms and provisions hereof and thereof, and the purchase of the Restricted Units by such Purchaser do not and will not (a) violate any provision of any Law, governmental permit, determination or award having applicability to such Purchaser or any of its Properties, (b) conflict with or result in a violation of any provision of the organizational documents of such Purchaser or (c) require any consent (other than standard internal consents), approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, license, loan or credit agreement or other instrument or agreement to which such Purchaser is a party or by which such Purchaser or any of its Properties may be bound, except in the case of clauses (a) and (c), where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing provisions of this Section 4.02 would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Section 4.03 Authority. The Purchaser has all necessary corporate, limited liability company or partnership power and authority to execute, deliver and perform its obligations under the Basic Documents to which it is a party and to consummate the transactions contemplated thereby; the execution, delivery and performance by the Purchaser of the Basic Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on its part; and the Basic Documents will constitute the legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms,

except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.

Section 4.04 Investment. The Restricted Units are being acquired for such Purchaser’s own account, the account of its Affiliates, or the accounts of clients for whom such Purchaser exercises discretionary investment authority (all of whom the Purchaser hereby represents and warrants are “accredited investors” within the meaning of Rule 501(a) of Regulation D or “qualified institutional buyer” within the meaning of Rule 144A promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing the Restricted Units or any part thereof, and that such Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities Laws of the United States of America or any state, without prejudice, however, subject to such Purchaser’s right at all times (subject to such Purchaser’s agreement contained in Section 5.02) to sell or otherwise dispose of all or any part of the Restricted Units under a registration statement under the Securities Act and applicable state securities Laws or under an exemption from such registration available thereunder (including, without limitation, if available, Rule 144 promulgated thereunder). If such Purchaser should in the future decide to dispose of any of the Restricted Units, such Purchaser understands and agrees (a) that it may do so only (i) in compliance with the Securities Act and applicable state securities law, as then in effect, or pursuant to an exemption therefrom (including Rule 144 under the Securities Act) or (ii) in the manner contemplated by any registration statement pursuant to which such securities are being offered, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities. Notwithstanding the foregoing, any Purchaser may at any time enter into one or more total return swaps with respect to such Purchaser’s Restricted Units with a third party or transfer Restricted Units to an Affiliate of such Purchaser provided that any such transaction is exempt from registration under the Securities Act.

Section 4.05 Nature of Purchaser. Such Purchaser represents and warrants to, and covenants and agrees with, the Partnership that, (a) it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D or a “qualified institutional buyer” under Rule 144A as promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Restricted Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

Section 4.06 Receipt of Information; Authorization. Such Purchaser acknowledges that it (a) has access to the SEC Documents with the Commission and (b) has been provided a reasonable opportunity to ask questions of and receive answers from Representatives of the Partnership regarding such matters.

Section 4.07 Restricted Securities. Such Purchaser understands that the Restricted Units it is purchasing are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Partnership in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be

resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act.

Section 4.08 Certain Fees. No fees or commissions will be payable by such Purchaser to brokers, finders, or investment bankers with respect to the sale of any of the Restricted Units or the consummation of the transactions contemplated by this Agreement.

Section 4.09 Legend. It is understood that the certificates evidencing the Restricted Units will bear the following legend:

“These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. These securities may not be sold or offered for sale except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has received documentation satisfactory to it that such transaction does not require registration under the Securities Act.”

Section 4.10 No Substantial Security Holders. Such Purchaser represents and warrants to, and covenants and agrees with, the Partnership that, on the date hereof and as of the date of Closing (before giving effect to the purchase of Restricted Units pursuant to this Agreement), such Purchaser and its Affiliates (a) hold beneficial ownership of less than five percent of the Units of the Partnership outstanding on the date hereof and (b) hold beneficial ownership of less than five percent of the outstanding voting power of the Partnership.

Section 4.11 No Side Agreements. Other than this Agreement, there are no agreements by, among or between such Purchaser and any of its Affiliates, on the one hand, and the (i) other Purchasers or their Affiliates, or (ii) the Partnership and its Affiliates, on the other hand, with respect to the transactions contemplated hereby nor promises or inducements for future transactions between or among any of such parties.

Section 4.12 Short Selling. Such Purchaser has not engaged in any Short Sales involving Units owned by it between the time it first began discussions with the Partnership about the transaction contemplated by this Agreement and the date hereof (it being understood that the entering into of a total return swap should not be considered a short sale).

Section 4.13 Record Date; Distributions. The Board of directors of the General Partner approved a cash distribution attributable to the second quarter of 2008, which was paid on August 14, 2008 to Unitholders of record at the close of business on July 31, 2008. Each Purchaser acknowledges that it will not be entitled to any distribution or other dividend from the Partnership attributable to the second quarter of 2008 with respect to the Restricted Units.

ARTICLE V
COVENANTS

Section 5.01 Issuer Lock-Up/Subsequent Issuances of Units. Without the written consent of the holders of a majority of the Restricted Units, from the signing date of the Agreement until the Lock-Up Date, the Partnership shall not grant, issue or sell any Units or other equity or voting securities of the Partnership or any securities convertible thereinto or exchangeable therefor, or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of options or Units under the El Paso GP LTIP, or the issuance of Units upon the exercise of awards issued under the El Paso GP LTIP, (ii) the issuance of the Units pursuant to the Contribution Agreement, (iii) the issuance or sale of Units at a price no less than 110% of the Unit Purchase Price (including, and not net of, any underwriting discounts and commissions or placement fees), and (iv) Units issued as consideration for, or to finance the acquisition of, assets or equity. Notwithstanding the foregoing, the Partnership shall not sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Restricted Units in a manner that would require the registration under the Securities Act of the sale of the Restricted Units to the Purchasers.

Section 5.02 Purchaser Lock-Ups. Without the prior written consent of the Partnership, each Purchaser agrees that neither such Purchaser nor any of its Affiliates will offer, sell, pledge or otherwise transfer or dispose of any of its Restricted Units prior to the Lock-Up Date; provided, however, that any Purchaser may, (i) subject Section 8.04(c), enter into one or more total return swaps or similar transactions at any time with respect to the Restricted Units purchased by such Purchaser provided that such transaction is exempt from registration under the Securities Act and (ii) transfer its Restricted Units to an Affiliate of such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser, provided that any such Affiliate transferee agrees to the restrictions set forth in this Section 5.02.

Section 5.03 Taking of Necessary Action. Each of the Parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and each Purchaser shall use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other Parties, as the case may be, advisable for the consummation of the transactions contemplated by the Basic Documents.

Section 5.04 Disclosure; Public Filings. The Partnership may, without prior written consent or notice, (i) file this Agreement as an exhibit to an Exchange Act report and (ii) disclose information with respect to any Purchaser solely to the extent required by applicable Law or the rules and regulations of the Commission or any regulatory agency, the NYSE or other exchange on which securities of the Partnership are listed or traded.

Section 5.05 Other Actions. The Partnership shall file prior to the Closing a supplemental listing application with the NYSE to list the Restricted Units.

Section 5.06 Use of Proceeds. The Partnership shall use the collective proceeds from the sale of the Restricted Units to partially fund the acquisition of an incremental interest of 15 percent of Southern Natural Gas Company and 30 percent of Colorado Interstate Gas Company from El Paso Corporation and its Affiliates. If the transactions contemplated by Contribution Agreement are not closed concurrently with the Closing or within two Business Days thereafter, the Partnership shall return the Commitment Purchase Amount paid to the Partnership to the applicable Purchasers within two Business Days of receipt thereof and the Purchaser shall promptly return all Restricted Units to the Partnership.

Section 5.07 Partnership Fees. The Partnership agrees that it will indemnify and hold harmless each of the Purchasers from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Partnership or alleged to have been incurred by the Partnership in connection with the sale of Restricted Units or the consummation of the transactions contemplated by this Agreement.

Section 5.08 Purchaser Fees. Each Purchaser agrees, severally and not jointly with the other Purchasers, that it will indemnify and hold harmless the Partnership from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of Restricted Units or the consummation of the transactions contemplated by this Agreement.

Section 5.09 Certain Special Allocations of Book and Taxable Income. To the extent that the Unit Purchase Price differs from the trading price of the Units on the NYSE as of the Closing Date (the “Private Placement Value”), the General Partner intends to specially allocate Partnership items of book and taxable income, gain, loss or deduction to the Purchasers so that their capital accounts in their Restricted Units are equal, on a per-Unit basis, with the capital accounts of the other holders of Units (and thus to assure fungibility of all Units). Such special allocation will occur upon the earlier to occur of any taxable period of the Partnership ending upon, or after, (a) a book-up event or book-down event in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) or a sale of all or substantially all of the assets of the Partnership occurring after the date of the issuance of the Restricted Units, or (b) the transfer of the Restricted Units to a Person that is not an Affiliate of the Purchaser, in which case, such allocation shall be made only with respect to the Restricted Units so transferred. A Purchaser holding a Restricted Unit shall be required to provide notice to the General Partner of a transfer of a Restricted Unit to a Person who is not an Affiliate of the Purchaser no later than the last Business Day of the calendar year during which such transfer occurred, unless by virtue of the application of clause (a) above, the General Partner has determined that the capital accounts of Units transferred are equal, on a per-Unit basis, with the capital accounts of the other holders of Units. The initial capital account balance in respect of each Restricted Unit shall be the Private Placement Value for such Restricted Unit. To provide Purchasers of the Restricted Units with a net capital account in the Restricted Units on the date of purchase equal to the Unit Purchase Price paid by those Purchasers for the Restricted Units, immediately following the creation of a capital account balance in respect of each Restricted Unit, each holder acquiring a Restricted Unit at original issuance shall be deemed to have (x) received a cash distribution in respect of each Restricted Unit in an amount equal to any excess of the Private Placement Value over the Unit Purchase Price of the Restricted Unit or (y) made a cash contribution in respect of each

Restricted Unit in an amount equal to any excess of the Unit Purchase Price over the Private Placement Value of the Restricted Unit.

Section 5.10 Non-Disclosure; Interim Public Filings. The Partnership shall, on or before 8:30 a.m., New York time, on the first Business Day following execution of this Agreement, issue a press release disclosing all material terms of the transactions contemplated hereby. Before 8:30 a.m., New York time, on the fourth Business Day following the Closing Date, the Partnership shall file a Current Report on Form 8-K with the Commission (the “8-K Filing”) describing the terms of the transactions contemplated by this Agreement and the other Basic Documents and including as exhibits to such Current Report on Form 8-K this Agreement and the other Basic Documents, in the form required by the Exchange Act.

Section 5.11 Acknowledgement and Agreement Regarding Short Sales. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of securities “against the box” prior to the effective date of a registration statement or prior to being eligible to sell in reliance upon the exemption provided in Rule 144 of the Securities Act is a violation of Section 5 of the Securities Act. Each Purchaser agrees, severally and not jointly, that it will not engage in any Short Sales that result in the disposition of the Restricted Units acquired hereunder by the Purchaser until such time as the Purchaser or its permitted assigns is eligible to resell the Restricted Units in reliance upon Rule 144 of the Securities Act (it being understood that the entering into of a total return swap should not be considered a Short Sale of Units). No Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Partnership otherwise owned by such Purchaser or borrowed from a broker after the date the press release contemplated by this Agreement is issued by the Partnership.

Section 5.12 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Restricted Units held by the Purchaser to the public without registration, the Partnership agrees to:

(a) File with the Commission all required reports under Section 13 or 15(d) of the Exchange Act, as applicable, for the time periods required under Rule 144(c)(1) promulgated under the Securities Act;

(b) So long as the Purchaser owns any Restricted Units, furnish, unless otherwise available via EDGAR, to such Purchaser forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing such Purchaser to sell any such securities without registration; and

(c) take such additional actions as may be reasonably required to permit the sale of the Restricted Units pursuant to Rule 144 as a result of subsequent amendments or modifications thereto.

Section 5.13 Failure to Timely File Required Documents with the Commission.

(a) If the Partnership fails for any reason to comply with the provisions of Section 5.12 during the period beginning on the date which is six months from the Closing Date and ending one year from the Closing Date, then the Partnership shall pay each Purchaser or its permitted assigns an amount equal to the Liquidated Damages Amount for each day on which such Purchaser or its permitted assigns is unable to sell its Restricted Units pursuant to Rule 144 under the Securities Act as a result of such failure to comply with Section 5.12. Any such amounts shall be paid as liquidated damages and not as a penalty.

(b) The Liquidated Damages Amount shall accrue on a daily basis and shall be paid to each Purchaser or its permitted assigns within five Business Days of end of the month in which it accrues. Any payments made pursuant to this Section 5.13(b) shall constitute the Purchaser’s exclusive remedy for such events. The Liquidated Damages Amount imposed hereunder shall be paid to the Purchaser or its permitted assigns in cash or immediately available funds; provided, however, if the Partnership certifies that it is unable to pay liquidated damages in cash or immediately available funds because such payment will violate a covenant in an existing credit agreement or other indebtedness, then the Partnership may pay the liquidated damages in kind in the form of the issuance of additional Units, unless otherwise not permitted. Upon any issuance of Units as liquidated damages, the Partnership shall promptly prepare and file a supplemental listing application with the NYSE to list such additional Units. The determination of the number of Units to be issued as liquidated damages shall be equal to the average of the closing sales prices of the Partnership’s Units for the ten (10) trading days immediately preceding the date on which the liquidated damages payment is due, less a discount of 2%.

ARTICLE VI
CLOSING CONDITIONS

Section 6.01 Conditions to the Closing.

(a) Mutual Conditions. The respective obligation of each Party to consummate the purchase and issuance and sale of the Restricted Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(i) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal; and

(ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement.

(b) Each Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Restricted Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(i) the Partnership shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date;

(ii) the representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Partnership Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);

(iii) since the date of this Agreement, no Partnership Material Adverse Effect shall have occurred and be continuing;

(iv) the Partnership shall have submitted to the NYSE a Supplemental Listing Application with respect to the Restricted Units and no notice of delisting from the NYSE with respect to the Units; and

(v) the Partnership shall have delivered, or caused to be delivered, to the Purchasers at the Closing, the Partnership’s closing deliveries described in Section 6.02.

(c) The Partnership’s Conditions. The obligation of the Partnership to consummate the sale of the Restricted Units to each of the Purchasers shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions with respect to each Purchaser individually and not the Purchasers jointly (any or all of which may be waived by the Partnership in writing, in whole or in part, to the extent permitted by applicable Law):

(i) each Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by that Purchaser on or prior to the Closing Date;

(ii) the representations and warranties of each Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of the Purchasers shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);

(iii) since the date of this Agreement, no Purchaser Material Adverse Effect shall have occurred and be continuing; and

(iv) each Purchaser shall have delivered, or caused to be delivered, to the Partnership at the Closing, such Purchaser’s closing deliveries described in Section 6.03.

Section 6.02 Partnership Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each Purchaser:

(a) The Restricted Units by delivering certificates (bearing the legend set forth in Section 4.09 and meeting the requirements of the Partnership Agreement) evidencing such Restricted Units at the Closing, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by such Purchaser; provided, however, that such certificates representing the Restricted Units may be delivered within seven (7) Business Days of the Closing Date;

(b) Copies of (i) the Certificate of Limited Partnership of the Partnership and (ii) the Certificate of Formation of the General Partner, each certified by the Secretary of State of the State of Delaware, dated as of a recent date, and as certified pursuant to Section 6.02(h);

(c) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, that each of the Partnership and the General Partner is in good standing;

(d) A cross-receipt, dated the Closing Date, executed by the Partnership and delivered to each Purchaser certifying that it has received the Commitment Purchase Amount with respect to the Restricted Units issued and sold to such Purchaser;

(e) An opinion addressed to the Purchasers from legal counsel to the Partnership, dated the Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit A; and

(f) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of itself and the Partnership, certifying as to (i) the Certificate of Limited Partnership of the Partnership; (ii) the Certificate of Formation of the General Partner; (iii) the Partnership Agreement; (iv) the limited liability company agreement of the General Partner; (v) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby and hereby; and (vi) the incumbent officers authorized to execute the Basic Documents, setting forth the name and title and bearing the signatures of such officers.

Section 6.03 Purchaser Deliveries. At the Closing, subject to the terms and conditions of this Agreement, each Purchaser will deliver, or cause to be delivered:

(a) payment to the Partnership of such Purchaser’s Commitment Purchase Amount by wire transfer(s) of immediately available funds; and

(b) a cross-receipt, dated the Closing Date, executed by such Purchaser and delivered to the Partnership certifying that such Purchaser has received certificates evidencing the number of Restricted Units set forth below the name of such Purchaser on the attached signature pages.

ARTICLE VII
INDEMNIFICATION, COSTS AND EXPENSES

Section 7.01 Indemnification by the Partnership. The Partnership agrees to indemnify each Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly on demand, pay and reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Partnership contained herein; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty; and provided further, that no Purchaser Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Restricted Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnification.

Section 7.02 Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation, or inquiries), demands and causes of action and, in connection therewith, and promptly upon demand, pay and reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty; and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages.

Section 7.03 Indemnification Procedure. Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third party, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such action or proceeding, but

failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known.

The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the Indemnified Party.

ARTICLE VIII
MISCELLANEOUS

Section 8.01 Interpretation. Article, Section, Schedule, and Exhibit references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any Party has an obligation under the Basic Documents, the expense of complying with such obligation shall be an expense of such Party unless otherwise specified therein. Whenever any determination, consent or approval is to be made or given by a Purchaser under the Basic Documents, such action shall be in such Purchaser’s sole discretion unless otherwise specified

therein. If any provision in the Basic Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be fully severable and the Basic Documents shall be construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had never comprised a part of the Basic Documents, and the remaining provisions shall remain in full force and effect. The Basic Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

Section 8.02 Survival of Provisions. The representations and warranties set forth in Sections 3.02, 3.04, 3.06, 3.07, 3.12, 3.13, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 4.10 and 4.13 of this Agreement shall survive the execution and delivery of this Agreement indefinitely, and the other representations and warranties set forth in this Agreement shall survive for a period of twelve (12) months following the Closing Date regardless of any investigation made by or on behalf of the Partnership or any Purchaser. The covenants made in this Agreement or any other Basic Document shall survive the closing of the transactions described herein and remain operative and in full force and effect regardless of acceptance of any of the Restricted Units and payment therefor and repayment, conversion or repurchase thereof. All indemnification obligations of the Partnership and the Purchasers pursuant to this Agreement and the provisions of Article VII shall remain operative and in full force and effect unless such obligations are expressly terminated in a writing by the Parties, regardless of any purported general termination of this Agreement.

Section 8.03 No Waiver; Modifications in Writing.

(a) Delay. No failure or delay on the part of any Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any right, power, or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a Party at Law or in equity or otherwise.

(b) Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification, or termination of any provision of this Agreement or any other Basic Document shall be effective unless signed by each of Parties or each of the original signatories thereto affected by such amendment, waiver, consent, modification, or termination. Any amendment, supplement or modification of or to any provision of this Agreement or any other Basic Document, any waiver of any provision of this Agreement or any other Basic Document, and any consent to any departure by the Partnership from the terms of any provision of this Agreement or any other Basic Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Partnership in any case shall entitle the Partnership to any other or further notice or demand in similar or other circumstances.

Section 8.04 Binding Effect; Assignment

(a) Binding Effect. This Agreement shall be binding upon the Partnership, each Purchaser, and their respective successors and permitted assigns. Except as

expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Parties to this Agreement and as provided in Article VII, and their respective successors and permitted assigns.

(b) Assignment of Restricted Units. All or any portion of a Purchaser’s Restricted Units purchased pursuant to this Agreement may be sold, assigned or pledged by such Purchaser, subject to compliance with applicable securities Laws, Section 4.04 and Section 5.02.

(c) Assignment of Rights. Each Purchaser under this Agreement may assign all or any portion of its rights hereunder without the consent of the Partnership to (i) any Affiliate of such Purchaser or (ii) in connection with a total return swap or similar transaction with respect to the Restricted Units purchased by such Purchaser; provided, in each case, the assignee shall be deemed to be a Purchaser hereunder with respect to such assigned rights and shall agree to be bound by the provisions of this Agreement. Except as expressly permitted by this Section 8.04(c), such rights may not otherwise be transferred except with the prior written consent of the Partnership (which consent shall not be unreasonably withheld).

Section 8.05 Aggregation of Restricted Units. All Restricted Units held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

Section 8.06 [Reserved]

Section 8.07 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by regular mail, registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery, electronic mail or personal delivery to the addresses listed on the signature page of this Agreement or to such other address as the Partnership or such Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; at the time of transmittal, if sent via electronic mail; upon actual receipt if sent by registered or certified mail, return receipt requested, or regular mail, if mailed; when receipt acknowledged, if sent via facsimile; and upon actual receipt when delivered by air courier guaranteeing overnight delivery.

Section 8.08 Removal of Legend. In connection with a sale of the Restricted Units by a Purchaser in reliance on Rule 144, the applicable Purchaser or its broker shall deliver to the transfer agent and the Partnership a broker representation letter providing to the transfer agent and the Partnership any information the Partnership deems necessary to determine that the sale of the Restricted Units is made in compliance with Rule 144, including, as may be appropriate, a certification that the Purchaser is not an affiliate of the Partnership and regarding the length of time the Restricted Units have been held. Upon receipt of such representation letter the Partnership, the Partnership shall promptly direct its transfer agent to exchange unit certificates bearing a restrictive legend for unit certificates without the legend (or a credit for such shares to book-entry accounts maintained by the transfer agent), including the legend referred to in Section 4.09, and the Partnership shall bear all costs associated therewith, including any legal opinion

required by the transfer agent in connection therewith. After any Purchaser or its permitted assigns have held the Restricted Units for one year, if such Restricted Units still bear the restrictive legend referred to in Section 4.09, the Partnership agrees to take all steps necessary to promptly effect the removal of the legend described in Section 4.09 from the Restricted Units, and the Partnership shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assigns provide to the Partnership any information the Partnership deems necessary to determine that the legend is no longer required under the Securities Act or applicable state laws, including a certification that the holder is not an affiliate of the Partnership and regarding the length of time the Restricted Units have been held.

Section 8.09 Entire Agreement. This Agreement and the other Basic Documents are intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties hereto and thereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein with respect to the rights granted by the Partnership or a Purchaser set forth herein and therein. This Agreement and the other Basic Documents supersede all prior agreements and understandings between the Parties with respect to such subject matter. The Schedules and Exhibits referred to herein and attached hereto are incorporated herein by reference, and unless the context expressly requires otherwise, are incorporated in the definition of “Agreement.”

Section 8.10 Governing Law. This Agreement will be construed in accordance with and governed by the Laws of the State of Texas without regard to principles of conflicts of Laws that would apply the substantive law of some other jurisdiction.

Section 8.11 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

Section 8.12 Expenses. If any action at law or equity is necessary to enforce or interpret the terms of the Basic Documents, the prevailing party shall be entitled to reasonable attorney’s fees, out-of-pocket costs and necessary disbursements in addition to any other relief to which such party may be entitled.

Section 8.13 Obligations Limited to Parties to Agreement. Each of the Parties hereto covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted assignees) shall have any obligation hereunder and that, notwithstanding that one or more of the Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the other Basic Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that

no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers under this Agreement or the other Basic Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of a Purchaser hereunder.

Section 8.14 Waiver of Preemptive Right by General Partner. The General Partner hereby waives (for itself and on behalf of its Affiliates) its preemptive rights provided under Sections 5.2(b) and Section 5.8 of the Partnership Agreement with respect to the issuances of Partnership Securities pursuant to this Agreement.

Section 8.15 Termination.

(a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time at or prior to the Closing by the mutual written consent of the Purchasers entitled to purchase a majority of the Restricted Units and the Partnership.

(b) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior to the Closing:

(i) if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have been taken by any Governmental Authority of competent jurisdiction which permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal; or

(ii) if the Closing shall not have occurred on or before October 2, 2008.

(c) In the event of the termination of this Agreement as provided in Sections 8.15(a) or 8.15(b), this Agreement shall forthwith become null and void. In the event of such termination, there shall be no liability on the part of any Party hereto, except as set forth in Article VII of this Agreement and except with respect to the requirement to comply with any confidentiality agreement in favor of the Partnership; provided that nothing herein shall relieve any party from any liability or obligation with respect to any willful breach of this Agreement.

[Signature Pages to Follow.]

IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective 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: Name:		/s/ Robert W. Baker Robert W. Baker
		Title:		Executive Vice President and General Counsel

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

		By: Name:		/s/ Robert W. Baker Robert W. Baker
		Title:		Executive Vice President and General Counsel

Signature Page to Securities Purchase Agreement

PURCHASERS


Name of Purchaser:		NGPMR MLP Opportunity Fund Company, LLC.


Signature of Authorized Signatory of Purchaser:		/s/ John T. Raymond


Name of Authorized Signatory:		John T. Raymond


Title of Authorized Signatory:		Managing Partner and CEO




Email Address of Purchaser:		*@*


Fax Number of Purchaser:		972 ###-###-####


Telephone Number of Purchaser:		972 ###-###-####


Address for Notice of Purchaser:		125 John Carpenter Freeway, Suite 600


		Irving, Texas 75062






Address for Delivery of Shares for Purchaser (if not same as address for notice):








Subscription Amount:		$9,999,924.00

Units:		582,000

Signature Page to Securities Purchase Agreement

Exhibit A

Form of Legal Opinion

The Partnership shall furnish to the Purchasers at the Closing an opinion of Andrews Kurth LLP, counsel for the Partnership, addressed to the Purchasers and dated the Closing Date, stating that:

a. Existence and Good Standing of the Partnership and the General Partner. Each of the Partnership and the General Partner is validly existing and in good standing as a limited partnership or limited liability company, respectively, under the Delaware LP Act and the Delaware Limited Liability Company Act (the “Delaware LLC Act”), respectively. The Partnership has the limited partnership power and authority under the laws of the State of Delaware to execute and deliver, and incur and perform all of its obligations under the Securities Purchase Agreement.

b. Capitalization. As of the Closing Date and immediately prior to the issuance of the Restricted Units pursuant to the Securities Purchase Agreement and the Contribution Agreement, the issued and outstanding limited partner interests of the Partnership consist of [57,196,211] Units, [27,727,411] Subordinated Units and the Incentive Distribution Rights and the only issued and outstanding general partner interest is the General Partner’s 2% general partner interest.

c. Valid Issuance of Partnership Entity Equity. All of the outstanding Units have been duly authorized and validly issued in accordance with the Delaware LP Act and the Partnership Agreement and are fully paid (to the extent required by the Delaware LP Act and the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

d. Due Authorization; Valid Issuance of Restricted Units. The issuance and sale of the Restricted Units have been duly authorized on behalf of the Partnership. When delivered to and paid for by the Purchasers in accordance with the terms of the Securities Purchase Agreement, the Restricted Units will be validly issued in accordance with the Delaware LP Act and the Partnership Agreement, fully paid (to the extent required by the Delaware LP Act and the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

e. No Violations. None of (i) the execution and delivery by the Partnership of the Securities Purchase Agreement or (ii) the consummation by the Partnership of the issuance and sale of the Restricted Units (A) constituted, constitutes or will constitute a violation of the Partnership’s Certificate of Limited Partnership or the Partnership Agreement, (B) constitutes or will constitute a breach or violation of, or a default under (or an event which, with notice or lapse of time or both, would constitute such an event), any agreement filed as an exhibit to the SEC Documents, or (C) resulted, results or will result in any violation of the Delaware LP Act, the Delaware LLC Act or any applicable laws of the United States of America, which violations, in the case of clauses (B) or (C) would be reasonably expected to have a Partnership Material Adverse Effect; provided, however, such counsel may express no opinion pursuant to this

Exhibit A – Page 1

paragraph with respect to federal securities Laws or state securities or “Blue Sky” Laws or other anti-fraud Laws.

f. Due Authorization of Transaction and Related Documents. The Securities Purchase Agreement has been duly authorized and validly executed and delivered on behalf of the Partnership.

g. Enforceability. The Securities Purchase Agreement constitutes a valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms under the applicable laws of the State of Texas, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith, as well as other customary exceptions for agreements of these types to be set forth in such opinion.

h. No Approvals. No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required for, the execution and delivery by the Partnership of the Securities Purchase Agreement or the consummation its obligations thereunder. As used in this paragraph, “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any executive, legislative, judicial, administrative or regulatory body of the State of Delaware or the United States of America, pursuant to the Delaware LP Act, the Delaware LLC Act or any applicable laws of the United States of America.

i. Investment Company. The Partnership is not an “investment company” within the meaning of said term as used in the Investment Company Act of 1940, as amended.

j. Valid Private Placement. Assuming (i) the accuracy of the representations and warranties of the Partnership and each Purchaser contained in the Securities Purchase Agreement and (ii) the due performance by the Partnership and each of the Purchasers of the covenants and agreements set forth in the Securities Purchase Agreement, the offer, issuance and sale of the Restricted Units by the Partnership to the Purchasers pursuant to the Securities Purchase Agreement in the manner contemplated by the Securities Purchase Agreement do not require registration under the Securities Act.

k. Preemptive Rights. Except for rights that have been waived, there are no preemptive rights or other rights to subscribe for or to purchase, any partnership interests in the Partnership under the Partnership’s Certificate of Limited Partnership and the Partnership Agreement.

l. Registration Rights. Neither the offering nor the sale of the Restricted Units pursuant to the Securities Purchase Agreement gives rise under any existing agreement to which the Partnership is a party that have been certified to such counsel as containing any registration rights for securities of the Partnership.

Exhibit A – Page 2