CONTRIBUTION AGREEMENT

Contribution Agreement

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This Contribution Agreement involves

EL PASO PIPELINE PARTNERS, L.P. | COLORADO INTERSTATE GAS COMPANY | EL PASO PIPELINE PARTNERS OPERATING COMPANY, LLC | El Paso Pipeline Partners, LP | EPPP CIG GP Holdings, LLC

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Title: CONTRIBUTION AGREEMENT
Governing Law: Texas Date: 7/28/2009
Industry: Natural Gas Utilities Law Firm: Akin Gump Sector: Utilities

Exhibit 2.1

CONTRIBUTION AGREEMENT

BY AND AMONG

EL PASO CORPORATION

EL PASO NORIC INVESTMENTS III, L.L.C.

COLORADO INTERSTATE GAS COMPANY

EPPP CIG GP HOLDINGS, L.L.C.

EL PASO PIPELINE PARTNERS, L.P.

AND

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

July 24, 2009

TABLE OF CONTENTS


Page

ARTICLE 1 DEFINITIONS			1
	1.1	Definitions	1
	1.2	Construction	8

ARTICLE 2 CONTRIBUTION AND CLOSING			8
	2.1	Contribution	8
	2.2	Consideration	8
	2.3	Closing and Closing Deliveries	9
	2.4	Consideration Adjustment	10

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES			10
	3.1	Organization	10
	3.2	Authority and Approval	10
	3.3	No Conflict; Consents	11
	3.4	Capitalization; Title to Subject Interest	12
	3.5	Financial Statements; Internal Controls; Undisclosed Liabilities	12
	3.6	Title to Assets	13
	3.7	Litigation; Laws and Regulations	13
	3.8	No Adverse Changes	14
	3.9	Taxes	14
	3.10	Environmental Matters	15
	3.11	Licenses; Permits	15
	3.12	Contracts	16
	3.13	Employees and Employee Benefits	16
	3.14	Transactions with Affiliates	18
	3.15	Regulation	18
	3.16	Brokerage Arrangements	18
	3.17	Waivers and Disclaimers	18
	3.18	SEC Reports	19

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP PARTIES			20
	4.1	Organization and Existence	20
	4.2	Authority and Approval	20
	4.3	No Conflict; Consents	21
	4.4	Brokerage Arrangements	21
	4.5	Litigation	22
	4.6	Waivers and Disclaimers	22

ARTICLE 5 ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS			23
	5.1	Operation of CIG	23
	5.2	Supplemental Disclosure	23
	5.3	Access to Books and Records	23
	5.4	Cooperation; Further Assurances	23
	5.5	Admission of Partnership as Partner	24
	5.6	Cash Pooling Transactions	24
	5.7	Growth Capital; Debt Balance	25
	5.8	Reimbursement Obligation	25

ARTICLE 6 CONDITIONS TO CLOSING			25
	6.1	Conditions to the Obligation of the Partnership Parties	25
	6.2	Conditions to the Obligation of the Contributing Parties	26

ARTICLE 7 TAX MATTERS			27
	7.1	Liability for Taxes	27
	7.2	Tax Returns	28
	7.3	Tax Treatment of Indemnity Payments	29
	7.4	Transfer Taxes	29
	7.5	Survival	29
	7.6	Conflict	29

ARTICLE 8 TERMINATION			30
	8.1	Events of Termination	30
	8.2	Effect of Termination	30

ARTICLE 9 INDEMNIFICATION UPON CLOSING			31
	9.1	Indemnification of the Partnership Parties	31
	9.2	Indemnification of the Contributing Parties and CIG	31
	9.3	Tax Indemnification	31
	9.4	Survival	32
	9.5	Demands	32
	9.6	Right to Contest and Defend	33
	9.7	Cooperation	33
	9.8	Right to Participate	34
	9.9	Payment of Damages	34
	9.10	Limitations on Indemnification	34
	9.11	Sole Remedy	35

ARTICLE 10 MISCELLANEOUS			35
	10.1	Expenses	35
	10.2	Notices	36
	10.3	Governing Law	36
	10.4	Public Statements	37
	10.5	Entire Agreement; Amendments and Waivers	37
	10.6	Conflicting Provisions	37
	10.7	Binding Effect and Assignment	37
	10.8	Severability	38
	10.9	Interpretation	38

10.10	Headings and Disclosure Schedules	38
10.11	Multiple Counterparts	38
10.12	Action by Partnership Parties	38
10.13	Limitation on Recourse	39

Disclosure Schedules

Exhibit A Form of Contribution, Conveyance and Assumption Agreement

Exhibit B Form of Demand Note

Exhibit C Form of Cancellation Agreement

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CONTRIBUTION AGREEMENT

This Contribution Agreement (the “ Agreement ”) is made and entered into as of July 24, 2009, by and among El Paso Corporation, a Delaware corporation (“ El Paso ”), El Paso Noric Investments III, L.L.C., a Delaware limited liability company and indirect wholly-owned subsidiary of El Paso (“ EP Noric ”), Colorado Interstate Gas Company, a Delaware general partnership, (“ CIG ”), El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “ Partnership ”), El Paso Pipeline Partners Operating Company, L.L.C., a Delaware limited liability company and direct wholly-owned subsidiary of the Partnership (the “Operating Company” ) and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company and an indirect wholly-owned subsidiary of the Partnership (“ EPPP CIG ”). El Paso and EP Noric are referred to herein collectively as the “ Contributing Parties ,” the Partnership, the Operating Company and EPPP CIG are referred to herein collectively as the “ Partnership Parties ” and the Contributing Parties, Partnership Parties and CIG are referred to herein collectively as the “ Parties .”

R E C I T A L S :

WHEREAS, EP Noric owns a 60% general partner interest in CIG and EPPP CIG owns a 40% general partner interest in CIG; and

WHEREAS, pursuant to the Contribution Agreement (defined below), the Contributing Parties desire to contribute, transfer and convey to the Partnership a 18% general partner interest in CIG (the “ Subject Interest ”) in exchange for total cash consideration of $214.5 million (the “ Consideration ”); and

WHEREAS, after giving effect to the completion of the contribution of the Subject Interest referred to above pursuant to the terms of this Agreement and the Contribution Agreement, EP Noric and EPPP CIG will own a 42% and 58% general partner interest in CIG, respectively;

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions contained herein, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1	Definitions

The terms defined in this Section 1.1 shall, when used in this Agreement, have the respective meanings specified herein, with each such definition equally applicable to both singular and plural forms of the terms so defined:

“ Additional Distribution Amount ” means 18% of any cash distributions made by CIG with respect to its operations after the Effective Time and prior to Closing. For avoidance of doubt, the distributions made by CIG on April 30, 2009 with respect to its operations for the first quarter of 2009 are not to be given effect in the calculation of any Additional Distribution Amount. In addition, in the event that Closing occurs on July 30, 2009 and on such day (but after the Closing), EPPP CIG receives 58% of the cash distributions made by CIG on July 30, 2009 with respect to CIG’s operations for the second quarter 2009, such cash distributions for the second quarter are not to be given effect in the calculation of any Additional Distribution Amount.

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“ Affiliate ,” when used with respect to a Person, means any other Person that directly or indirectly Controls, is Controlled by or is under common Control with such first Person.

“ Agreement ” has the meaning assigned to such term in the preamble.

“ Ancillary Documents ” means the Contributing Parties Ancillary Documents and the Partnership Ancillary Documents.

“ Applicable Law ” has the meaning assigned to such term in Section 3.3 .

“ Associated Employees” has the meaning assigned to such term in Section 3.13 .

“ Business Day ” means any day other than a Saturday, Sunday or legal holiday on which banks in Houston, Texas are authorized or obligated by law to close.

“ Cancellation Agreement ” means the cancellation agreement in substantially the form attached as Exhibit C hereto.

“ Cash Pooling Arrangements ” means the cash pooling arrangement among El Paso and its Affiliates, pursuant to which El Paso and its Affiliates receive substantially all cash due to (and make substantially all payments for) certain of its Affiliates, including CIG, which amounts are reflected as intercompany receivables or payables or as capital contributions and distributions in accordance with GAAP.

“ Cash Pooling Transactions ” has the meaning assigned to such term in Section 5.6 .

“ Ceiling Amount ” has the meaning assigned to such term in Section 9.10 .

“ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act.

“ CIG ” has the meaning assigned to such term in the preamble.

“ CIG 10-K ” has the meaning assigned to such term in Section 3.5 .

“CIG Entities” means (i) CIG, (ii) any subsidiary of CIG and (iii) any Person in which CIG or any subsidiary of CIG owns an equity interest constituting 50% or more of the outstanding voting interests of such Person.

“ Closing ” has the meaning assigned to such term in Section 2.1 .

“ Closing Date ” has the meaning assigned to such term in Section 2.3 .

“ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder.

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“ Conflicts Committee ” has the meaning assigned to such term in the Partnership Agreement.

“ Consideration ” has the meaning assigned to such term in the Recitals.

“ Contributing Indemnified Parties ” has the meaning assigned to such term in Section 9.2 .

“ Contributing Parties ” has the meaning assigned to such term in the preamble.

“ Contributing Parties Aggregated Group ” has the meaning assigned to such term in Section 3.13(e) .

“ Contributing Parties Ancillary Documents ” means each agreement, document or certificate to be delivered by the Contributing Parties or CIG at Closing pursuant to Section 2.3(b) , including the Contribution Agreement.

“ Contributing Parties Closing Certificate ” has the meaning assigned to such term in Section 6.1 .

“ Contribution Agreement ” has the meaning assigned to such term in Section 2.1 .

“ Control ,” and its derivatives, mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person.

“ Damages ” means liabilities and obligations, including all losses, deficiencies, costs, expenses, fines, interest, expenditures, claims, suits, proceedings, judgments, damages, and reasonable attorneys’ fees and reasonable expenses of investigating, defending and prosecuting litigation.

“ Debt Amount ” means, with respect to the relevant Person, determined in accordance with GAAP, the sum of such Person’s liabilities for indebtedness for borrowed money, capital leases and other transactions reflected on a balance sheet prepared in accordance with GAAP as financing transactions, in each case whether classified as a current or a non-current liability, excluding debt reflected on the CIG balance sheet related to the WYCO High Plains Pipeline and Totem Storage projects.

“ Deductible Amount ” has the meaning assigned to such term in Section 9.10 .

“ Demand Note ” means the demand note in substantially the form attached as Exhibit B hereto.

“ Disclosure Schedules ” means the disclosure schedules to this Agreement.

“ Effective Time ” means 12:01 a.m., Houston, Texas time, on April 1, 2009.

“ El Paso ” has the meaning assigned to such term in the preamble.

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“ Environmental Laws ” means any federal, state or local statutes, laws, ordinances, rules, regulations, orders, codes, decisions, injunctions or decrees that regulate or otherwise pertain to the protection of the environment, including the management, control, discharge, emission, treatment, containment, handling, removal, use, generation, permitting, migration, storage, release, transportation, disposal, remediation, manufacture, processing or distribution of Hazardous Materials that are or may present a threat to the environment, including the following laws, as amended as of the Effective Time and interpreted by the highest court of competent jurisdiction through the Effective Time: (i) the Resource Conservation and Recovery Act; (ii) the Clean Air Act; (iii) CERCLA; (iv) the Federal Water Pollution Control Act; (v) the Safe Drinking Water Act; (vi) the Toxic Substances Control Act; (vii) the Emergency Planning and Community Right-to Know Act; (viii) the National Environmental Policy Act; (ix) the Pollution Prevention Act of 1990; (x) the Oil Pollution Act of 1990; (xi) the Hazardous Materials Transportation Act and (xii) all rules, regulations, orders, judgments, decrees promulgated or issued with respect to the foregoing Environmental Laws by Governmental Authorities with jurisdiction in the premises. The term “Environmental Laws” does not include operating practices or standards that may be employed or adopted by other industry participants or recommended by a Governmental Authority that are not required by such federal, state or local statutes, laws, ordinances, rules, regulations, orders, codes, decisions, injunctions or decrees.

“ Environmental Permits ” has the meaning assigned to such term in Section 3.10 .

“ EP Noric ” has the meaning assigned to such term in the preamble.

“ EPPP CIG ” has the meaning assigned to such term in the preamble.

“ ERISA ” has the meaning ascribed to such term in Section 3.13(b) .

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

“ Existing CIG Partnership Agreement ” means the General Partnership Agreement, dated November 1, 2007, as amended by Amendment No. 1, dated September 30, 2008, of CIG.

“ FERC ” means the Federal Energy Regulatory Commission.

“ Financial Statements ” has the meaning assigned to such term in Section 3.5 .

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ General Partner ” means the general partner of the Partnership, which as of the Effective Time and the date of this Agreement is El Paso Pipeline GP Company, L.L.C.

“ Governmental Authority ” means any federal, state, municipal or other governmental court, department, commission, board, bureau, agency or instrumentality.

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“ Growth Capital Requirements ” means cash expenditures for expansion and other capital improvements other than maintenance expenditures and expenditures for facility repairs associated with hurricane damage and maintenance recorded in the financial statements of CIG as capital expenditures in accordance with GAAP.

“ Hazardous Materials ” means any substance, whether solid, liquid, or gaseous: (i) which is listed, defined, or regulated as a “hazardous material,” “hazardous waste,” “solid waste,” “hazardous substance,” “toxic substance,” “pollutant,” or “contaminant,” or otherwise classified or regulated or subject to liability in or pursuant to any Environmental Law; or (ii) which is or contains asbestos, polychlorinated biphenyls, radon, urea formaldehyde foam insulation, explosives, or radioactive materials; or (iii) which causes or threatens to cause contamination, nuisance with respect to any properties, or a hazard to the environment or to the health or safety of persons on or about any properties.

“ Indemnity Claim ” has the meaning assigned to such term in Section 9.5 .

“ Knowledge ,” as used in this Agreement with respect to a Party, means the actual knowledge of that Party’s designated personnel. The designated personnel for the Contributing Parties are James Yardley, James Cleary, J.R. Sult, Katherine Murray, and Thomas Hutchins. The designated personnel for the Partnership Parties are James Yardley, James Cleary, J.R. Sult, Katherine Murray, and Thomas Hutchins.

“ Lien ” means any mortgage, deed of trust, lien, security interest, pledge, conditional sales contract, charge, right of first refusal, drag-along or tag-along right or other encumbrance.

“ Material Adverse Effect ” means any change, effect, event, occurrence, condition or other circumstance that (a) materially and adversely affects the business, assets, liabilities, properties, financial condition or results of operations of CIG or the Subject Interest, other than any such change, effect, event, occurrence, condition or other circumstance affecting (i) the interstate natural gas transportation industry generally (including any change in the prices of natural gas, natural gas liquids or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law), (ii) the United States or global general market, economic, financial or political conditions or (iii) the transactions contemplated in this Agreement, provided that in the case of clauses (i) and (ii) the impact on CIG is not materially disproportionate to the impact on other large interstate natural gas pipeline companies, or (b) hinders, delays or impedes the ability of any Contributing Party or CIG to perform its obligations under the Agreement or the Contributing Parties Ancillary Documents or to consummate the transactions contemplated by this Agreement or the Contributing Parties Ancillary Documents.

“ Material Contract ” has the meaning assigned to such term in Section 3.12(b) .

“ NGA ” has the meaning assigned to such term in Section 3.15(b) .

“ Notice ” has the meaning assigned to such term in Section 10.2 .

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“Operating Company” has the meaning assigned to such term in the preamble.

“ Ownership Percentage ” means with respect to (i) Partnership Parties, 40.0%, and (ii) Contributing Parties, 60.0%.

“ Parties ” has the meaning assigned to such term in the preamble.

“ Partnership ” has the meaning assigned to such term in the preamble.

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated November 21, 2007, as amended by Amendment No. 1 dated July 28, 2008.

“ Partnership Ancillary Documents ” means each agreement, document or certificate to be delivered by the Buyer Parties at Closing pursuant to Section 2.3(c) , including the Contribution Agreement.

“ Partnership Indemnified Parties ” has the meaning assigned to such term in Section 9.1 .

“ Partnership Material Adverse Effect ” means any change, effect, event, occurrence, condition or other circumstance that (a) materially and adversely affects the business, assets, liabilities, properties, financial condition or results of operations of any Partnership Party, other than any such change, effect, event, occurrence, condition or other circumstance affecting (i) the interstate natural gas transportation industry generally (including any change in the prices of natural gas, natural gas liquids or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law), (ii) the United States or global general market, economic, financial or political conditions or (iii) the transactions contemplated in this Agreement, provided that in the case of clauses (i) and (ii) the impact on the Partnership Parties is not materially disproportionate to the impact on other large interstate natural gas pipeline companies, or (b) hinders, delays or impedes the ability of any Partnership Party to perform its obligations under this Agreement or the Partnership Ancillary Documents or to consummate the transactions contemplated by this Agreement or any Partnership Ancillary Document.

“ Partnership Parties ” has the meaning assigned to such term in the preamble.

“ Partnership Parties Closing Certificate ” has the meaning assigned to such term in Section 6.2 .

“Permits ” has the meaning assigned to such term in Section 3.11 .

“ Permitted Liens ” means all: (i) to the extent no amounts secured thereby are past due or are being contested in good faith by appropriate proceedings and as to which adequate reserves, if any, have been established, mechanics’, materialmen’s, carriers’, workmen’s, repairmen’s, vendors’, operators’ or other like Liens entered into in the ordinary course of business consistent with past practices, if any, that do not materially detract from the value of or materially interfere with the use of any of CIG’s assets subject thereto; (ii) to the extent no amounts secured thereby are past due or are being contested in good faith by appropriate proceedings, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practices; (iii) title defects, rights of use, rights-of-way, permits, licenses, servitudes, sub-surface leases, grazing rights, logging rights, and easements (including the right to operate and maintain ponds, lakes, waterways, canals, ditches, reservoirs, equipment, pipelines, utility lines, railways, streets, roads and structures on, over or through any of CIG’s assets), if any, that, individually or in the aggregate, do not or would not impair in any material respect the use or occupancy of CIG’s assets, taken as a whole, (iv) Liens for Taxes that are not due and payable, that may thereafter be paid without penalty or are being contested in good faith by appropriate proceedings and as to which adequate reserves, if any, have been established; and (v) liens supporting surety bonds, performance bonds and similar obligations issued in connection with CIG’s businesses.

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“ Person ” means an individual or entity, including any partnership, corporation, association, trust, limited liability company, joint venture, unincorporated organization or Governmental Authority.

“ Plans ” has the meaning assigned to such term in Section 3.13 .

“ Reimbursement Obligation ” has the meaning assigned to such term in Section 5.8.

“ SEC ” means the Securities and Exchange Commission.

“ SEC Contract ” has the meaning assigned to such term in Section 3.12(a) .

“ SEC Reports ” has the meaning assigned to such term in Section 3.18 .

“ Subject Interest ” has the meaning assigned to such term in the Recitals.

“ Tax ” means all taxes, however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, imposed by any federal, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including, but not limited to, federal income taxes and state income taxes), gross receipts taxes, net proceeds taxes, alternative or add-on minimum, sales taxes, use taxes, real property gains or transfer taxes, ad valorem taxes, property taxes, value-added taxes, franchise taxes, production taxes, severance taxes, windfall profit taxes, withholding taxes, payroll taxes, employment taxes, excise taxes and other obligations of the same or similar nature to any of the foregoing.

“ Tax Items ” has the meaning assigned to such term in Section 7.2 .

“ Tax Losses ” has the meaning assigned to such term in Section 7.1 .

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“ Tax Return ” means all reports, estimates, declarations of estimated Tax, information statements and returns relating to, or required to be filed in connection with, any Taxes, including information returns or reports with respect to backup withholding and other payments to third parties.

“ Taxing Authority ” means, with respect to any Tax, the governmental body, entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any governmental or quasi-governmental entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums.

“Transfer Taxes” has the meaning assigned to such term in Section 7.4 .

“ WYCO ” means the WYCO Development LLC, a Colorado limited liability company that is a joint venture between CIG and an affiliate of Xcel Energy Inc. in which CIG owns a 50% ownership interest in WYCO and operates certain of WYCO’s assets.

1.2	Construction

In construing and interpreting this Agreement: (a) the word “includes” and its derivatives means “includes, without limitation” and corresponding derivative expressions; (b) the currency amounts referred to herein, unless otherwise specified, are in United States dollars; (c) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified; (d) unless otherwise specified, all references in this Agreement to “Article,” “Section,” “Disclosure Schedule,” “Exhibit,” “preamble” or “recitals” shall be references to an Article, Section, Disclosure Schedule, Exhibit, preamble or recitals hereto; (e) whenever the context requires, the words used in this Agreement shall include the masculine, feminine and neuter, as well as the singular and the plural; (f) references to a Party include its permitted successors and assigns; and (g) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time.

ARTICLE 2

CONTRIBUTION AND CLOSING

2.1	Contribution

At the closing of the transactions contemplated hereby (the “ Closing ”), the Contributing Parties shall contribute the Subject Interest to the Partnership, as more specifically set forth in that certain Contribution, Conveyance and Assumption Agreement to be entered into by and among the Parties at the Closing (the “ Contribution Agreement ”) in substantially the form attached as Exhibit A hereto.

2.2	Consideration

(a)	The Consideration shall consist of $214.5 million in immediately available funds, provided that the $214.5 million shall be subject to adjustment pursuant to Section 2.4 .

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(b)	The Consideration shall be paid by the Partnership at the Closing by wire or interbank transfer of immediately available funds to the account(s) specified by the Contributing Parties.

2.3	Closing and Closing Deliveries

(a)

The closing of the contribution of the Subject Interest pursuant to this Agreement and the Contribution Agreement will be held at the offices of El Paso Corporation, 1001 Louisiana Street, 30 th Floor, Houston, Texas 77002 on or before the second Business Day following satisfaction or waiver of the conditions to Closing set forth in Article 6 , commencing at 9:00 a.m., Houston, Texas time, or such other place, date and time as may be mutually agreed upon by the Parties. The “ Closing Date ,” as referred to herein, shall mean the date of the Closing.

(b)	At the Closing, the Contributing Parties shall deliver, or cause to be delivered, to the Partnership Parties the following:

(i)	A counterpart of the Contribution Agreement, duly executed by each Contributing Party that is a party thereto;

(ii)	The Contributing Parties Closing Certificate, duly executed by, or on behalf of, each of the Contributing Parties;

(iii)

A certificate of good standing of recent date of CIG;

(iv)	A counterpart of the second amendment to the Existing CIG Partnership Agreement, duly executed by each Contributing Party that is a party thereto;

(v)	A counterpart of the Cancellation Agreement, duly executed by El Paso and CIG;

(vi)	The Demand Note, duly executed by El Paso and CIG; and

(vii)

Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Partnership Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

(c)	At the Closing, the Partnership Parties shall deliver, or cause to be delivered, to the Contributing Parties the following:

(i)	A counterpart of the Contribution Agreement, duly executed by each Partnership Party;

(ii)	The Consideration as provided in Section 2.2(a) ;

(iii)

The Partnership Parties Closing Certificate, duly executed by, or on behalf of, each of the Partnership Parties;

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(iv)	A counterpart of the second amendment to the Existing CIG Partnership Agreement, duly executed by each Partnership Party that is a party thereto; and

(v)	Such other certificates, instruments of conveyance and documents as may be reasonably requested by the Contributing Parties prior to the Closing Date to carry out the intent and purposes of this Agreement.

2.4	Consideration Adjustment

. The Consideration shall be adjusted downward by the Additional Distribution Amount.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

OF THE CONTRIBUTING PARTIES

The Contributing Parties hereby jointly represent and warrant to the Partnership Parties as follows:

3.1	Organization

(a)

El Paso is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted. EP Noric is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted.

(b)

Each CIG Entity is duly organized or formed, as applicable, and validly existing under the laws of the state of its organization or formation, as applicable, and has all requisite corporate, partnership or limited liability power and authority, as applicable, to own, operate and lease its properties and assets and to carry on its business as now conducted. Each CIG Entity is duly licensed or qualified to do business in the states in which the character of the properties and assets owned or held by it or the nature of the business conducted by it requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a Material Adverse Effect.

3.2	Authority and Approval

(a)

Each of the Contributing Parties has full corporate or limited liability company power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Contributing Parties have been duly authorized and approved by all requisite corporate or limited liability company action of each of the Contributing Parties. This Agreement has been duly executed and delivered by each of the Contributing Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Contributing Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

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(b)

Each of the Contributing Parties has full corporate or limited liability company power and authority to execute and deliver each Contributing Party Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Contributing Party Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Contributing Parties which is a party thereto have been duly authorized and approved by all requisite corporate or limited liability company action of each such party. When executed and delivered by each of the parties party thereto, each Contributing Party Ancillary Document will constitute a valid and legally binding obligation of each of the Contributing Parties that is a party thereto enforceable against each such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

3.3	No Conflict; Consents

Except as set forth on Disclosure Schedule 3.3 :

(a)

the execution, delivery and performance of this Agreement by any of the Contributing Parties or the execution, delivery and performance by any of the Contributing Parties of any of the Contributing Parties’ Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of incorporation, certificate of formation, limited liability company agreement, bylaws or equivalent governing instruments of any Contributing Party or any CIG Entity, (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any of the Subject Interests, Contributing Parties, CIG Entities or the CIG Entities’ assets or business (“ Applicable Law ”); (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other agreement or instrument to which any of the Contributing Parties or CIG Entities is a party or by which it or any of its assets are bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on the Subject Interests or any CIG Party’s assets, except in the case of clauses (ii) or (iii) for those items which, individually or in the aggregate, would not have a Material Adverse Effect; and

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(b)

no consent, approval, license, permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by any of the Contributing Parties or the CIG Entities in connection with the execution, delivery, and performance of this Agreement and the Contributing Parties’ Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing) and are reasonably expected to be obtained in the ordinary course of business consistent with past practice following the Closing.

3.4	Capitalization; Title to Subject Interest

(a)

EP Noric owns beneficially and of record the Subject Interest free and clear of all Liens (other than those arising pursuant to the terms of the Existing CIG Partnership Agreement and restrictions on transfer under applicable federal and state securities laws). The Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the Subject Interest (except the contribution of the Subject Interest contemplated by this Agreement and the Contribution Agreement, as may be contained in the Existing CIG Partnership Agreement and restrictions on transfer under applicable federal and state securities laws). The Subject Interest has been duly authorized and is validly issued and fully paid (to the extent required under the Existing CIG Partnership Agreement).

(b)

There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, CIG or any of the Contributing Parties to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in CIG, except the contribution of the Subject Interest as contemplated by this Agreement and the Contribution Agreement and as may be contained in the Existing CIG Partnership Agreement.

3.5	Financial Statements; Internal Controls; Undisclosed Liabilities

(a)

The Annual Report on Form 10-K for the year ended December 31, 2008 filed by CIG (the “ CIG 10-K ”) with the SEC sets forth true and complete copies of the audited balance sheets as of December 31, 2007 and 2008 and audited statements of income, comprehensive income and partners’ equity, and statements of cash flow for the years ended December 31, 2006, 2007 and 2008 for CIG, and each of the Quarterly Reports on Form 10-Q for the quarter ended March 31, 2009 filed by CIG with the SEC sets forth the true and complete copies of the unaudited balance sheets as of March 31, 2009 and the unaudited statements of income, comprehensive income, and statements of cash flow for the quarterly periods ended March 31, 2008 and March 31, 2009 (collectively referred to as the “ Financial Statements ”). The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for changes in accounting principles disclosed therein) and present fairly the financial condition of CIG, as of such dates and the results of operations, as applicable, of CIG or its accounting predecessor, for such periods.

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(b)

There are no material liabilities or obligations of any CIG Entity (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such material liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since March 31, 2009, (iii) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practice, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities which, in the aggregate, would not have a Material Adverse Effect. This Section 3.5(b) does not include any matters with respect to Taxes, Environmental Laws or Permits; such matters are being addressed exclusively by Section 3.9 , Section 3.10 and Section 3.11 , respectively.

3.6	Title to Assets

Except as set forth on Disclosure Schedule 3.6 and as would not, individually or in the aggregate, have a Material Adverse Effect, each CIG Entity has good and valid title to its property interests and the assets used or necessary to conduct their respective businesses as presently conducted, free and clear of any Liens, except for Permitted Liens.

3.7	Litigation; Laws and Regulations

Except as set forth on Disclosure Schedule 3.7 or in the footnotes to the Financial Statements:

(a)

There are no (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings pending or, to the Contributing Parties’ Knowledge, threatened (a) against or affecting any CIG Entity or their respective assets or businesses or the Subject Interests or (b) that (I) alleges the invalidity or unenforceability of any of the Contributing Parties’ obligations under this Agreement or any of the Contributing Parties Ancillary Documents or (II) seeks to prevent or delay the consummation by the Contributing Parties of the transactions contemplated by this Agreement or any of the Contributing Parties Ancillary Documents; or (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, (a) against or affecting any CIG Entity or their respective assets or businesses or the Subject Interest, or (b) that (I) alleges the invalidity or unenforceability of any of the Contributing Parties’ obligations under this Agreement or any of the Contributing Parties Ancillary Documents or (II) seeks to prevent or delay the consummation by the Contributing Parties of the transactions contemplated by this Agreement or any of the Contributing Parties Ancillary Documents, except in each case of (i) and (ii) of this Section 3.7(a) , for those items that would not, individually or in the aggregate, have a Material Adverse Effect.

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(b)	No CIG Entity is in violation of or in default under any Applicable Law, except as would not, individually or in the aggregate, have a Material Adverse Effect.

This Section 3.7 does not include any matters with respect to Taxes, Environmental Laws or Permits; such matters are being addressed exclusively by Section 3.9 , Section 3.10 and Section 3.11 , respectively.

3.8	No Adverse Changes

Except as set forth on Disclosure Schedule 3.8 or as described in the Financial Statements, since March 31, 2009:

(a)	there has not been a Material Adverse Effect;

(b)	the assets of each CIG Entity have been operated and maintained in the ordinary course of business consistent with past practices;

(c)	there has not been any material damage or destruction to any material portion of the assets of any CIG Entity, other than such damage or destruction that has been repaired and such assets are available for service or operation in all material respects;

(d)	there has been no delay in, or postponement of, the payment of any liabilities by any CIG Entity in excess of $5,000,000; and

(e)	there is no contract, commitment or agreement to do any of the foregoing.

3.9

Taxes

Except as set forth in Disclosure Schedule 3.9 or as reflected on the Financial Statements or would not have a Material Adverse Effect, (a) the CIG Entities have filed or the Contributing Parties and their Affiliates (other than the Partnership Parties) have caused to be filed all Tax Returns required to be filed by each CIG Entity or with respect to its assets on a timely basis (taking into account all extensions of due dates); (b) all such Tax Returns were complete and correct; (c) all Taxes owed by each CIG Entity or with respect to their assets which are or have become due have been timely paid in full; (d) there are no Liens on the Subject Interest or on any of CIG’s assets that arose in connection with any failure (or alleged failure) to pay any Tax on any such assets or with respect to the Subject Interest, other than Liens for Taxes not yet due and payable; and (e) there is no pending action, proceeding or, to the Knowledge of the Contributing Parties, investigation for assessment or collection of Taxes and no Tax assessment, deficiency or adjustment has been asserted or proposed with respect to any CIG Entity or their assets.

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3.10	Environmental Matters

Except as set forth in Disclosure Schedule 3.10 , as reflected on the Financial Statements, or as would not, individually or in the aggregate, have a Material Adverse Effect: (i) each CIG Entity and its assets, operations and businesses are and have been in compliance with applicable Environmental Laws; (ii) to the Knowledge of the Contributing Parties, each CIG Entity has no obligation to investigate, remediate, monitor or otherwise address (including paying for such action) the presence, on-site or offsite, of Hazardous Materials under any applicable Environmental Laws; (iii) no CIG Entity or its assets, operations and businesses are subject to any pending or, to the Knowledge of the Contributing Parties, threatened, claim, action, suit, investigation, inquiry or proceeding under any Environmental Law (including designation as a potentially responsible party under CERCLA or any similar local or state law); (iv) all notices, permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed by any CIG Entity or, with respect to its assets, operations and businesses, by any Contributing Party under any Environmental Law (“ Environmental Permits ”) in connection with any CIG Entities’ businesses or assets have been duly obtained or filed and are valid and currently in full force and effect; (v) each CIG Entity and Contributing Party has complied in all material respects with the terms and conditions of such Environmental Permits; (vi) such Environmental Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement and the Contributing Parties’ Ancillary Documents or the consummation of the transactions contemplated hereby or thereby (including such Environmental Permits that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business consistent with past practice following the Closing); (vii) no proceeding is pending or, to the Contributing Parties’ Knowledge, threatened with respect to any alleged failure by the CIG Entities to have any material Environmental Permit necessary for the operation of any CIG Entity’s assets or the conduct of its business or to be in compliance therewith; and (viii) to the Knowledge of the Contributing Parties, there has been no release of any Hazardous Material into the environment by any CIG Entity or at or from its assets, operations and businesses except in compliance with applicable Environmental Law.

3.11	Licenses; Permits

Except as set forth in Disclosure Schedule 3.11 , (a) the CIG Entities have all licenses, permits and authorizations (collectively, “ Permits ”) issued or granted by Governmental Authorities that are necessary for the conduct of the CIG Entities’ business as it is now being conducted, (b) all such Permits are validly held by the CIG Entities and are in all material respects in full force and effect, (c) the CIG Entities have complied in all material respects with the terms and conditions of such Permits and (d) such Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement and the Contributing Parties’ Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as would not, individually or in the aggregate, have a Material Adverse Effect (including such Permits that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business consistent with past practice following the Closing). No proceeding is pending or, to the Contributing Parties’ Knowledge, threatened with respect to any alleged failure by the CIG Entities to have any material Permit necessary for the operation of any of the CIG Entities’ assets or the conduct of their business or to be in compliance therewith. This Section 3.11 does not include any matters with respect to Environmental Laws; such matters are being addressed exclusively by Section 3.10 .

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3.12

Contracts

(a)	The CIG 10-K contains a true and complete listing of each contract and other agreement to which each CIG Entity is a party that is required to be so listed by CIG pursuant to Item 601(b)(10) of Regulation S-K (each such contract or agreement being referred to herein as a “ SEC Contract ”).

(b)

The Contributing Parties have made available to the Partnership Parties a correct and complete copy of each SEC Contract and each contract or agreement, other than transportation contracts that are publicly available through FERC, to which each CIG Entity is a party that provides for revenues to or commitments of any CIG Entity in an amount greater than $5 million during a calendar year (together with the SEC Contracts, each such contract or agreement being referred to herein as a “ Material Contract ”).

(c)

With respect to each CIG Entity, (i) each Material Contract to which any such entity is a party is legal, valid, binding, enforceable (assuming the enforceability against the other party or parties thereto), and in full force and effect; (ii) each Material Contract will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement; (iii) no CIG Entity is in breach or default of a Material Contract, and no event has occurred which with notice or lapse of time would constitute a breach or default by such CIG Entity, or permit termination, modification, or acceleration, under a Material Contract; and (iv) to the Contributing Parties’ Knowledge, no other party is in breach or default, and no event has occurred that with notice, lapse of time or both would constitute a breach or default by such other party, or permit termination, modification or acceleration under a Material Contract, nor has any other party repudiated any provision of a Material Contract; except in the case of clauses (i) - (iv) above, such breaches, defaults or unenforceability as would not, individually or in the aggregate, have a Material Adverse Effect.

3.13	Employees and Employee Benefits

(a)

No CIG Entity has any employees. None of the employees of the Contributing Parties or their Affiliates who provide exclusive or shared services to any CIG Entity or with respect to their assets (collectively, the “ Associated Employees ”) are covered by a collective bargaining agreement. Except as would not result in any liability to any CIG Entity, there are no facts or circumstances that have resulted or would result in a claim against any CIG Entity on behalf of an individual or a class in excess of $250,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA.

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(b)

None of the CIG Entities sponsor, maintain or contribute to, nor do they have any legal or equitable obligation to establish, maintain or contribute to any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) (the foregoing are hereinafter collectively referred to as “ Plans ”). All Plans in which Associated Employees participate are sponsored or maintained by a Contributing Party or an Affiliate.

(c)	Each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified.

(d)	Except as could not result in a Material Adverse Effect, each Plan in which Associated Employees participate is and has been maintained in substantial compliance with its terms and the provisions of all applicable laws, including, without limitation, ERISA and the Code.

(e)

Except as could not result in a Material Adverse Effect, neither a Contributing Party nor any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) of the Code (the “ Contributing Parties Aggregated Group ”) has incurred any material liability under Title IV of ERISA (other than for the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course).

(f)

Other than any liabilities for which each CIG Entity has no responsibility or obligation, neither a Contributing Party nor any member of the Contributing Party Aggregated Group is obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) in respect of which a Contributing Party or any member of the Contributing Party Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect.

(g)

Except as would not result in any liability to any CIG Entity, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Parties or any of their Affiliates or a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code.

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(h)	No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

3.14	Transactions with Affiliates

Except as disclosed in the CIG 10-K, SEC Contracts, in Disclosure Schedule 3.14 or in the footnotes to the Financial Statements, no CIG Entity is party to any agreement, contract or arrangement between such CIG Entity, on the one hand, and the Contributing Parties or any of their Affiliates (other than CIG or the Partnership), on the other hand, other than those entered into in the ordinary course of business consistent with past practice on commercially reasonable terms.

3.15	Regulation

(a)	None of the CIG Entities are subject to regulation under the Investment Company Act of 1940; and

(b)

Each CIG Entity is in compliance, in all material respects, with (i) all applicable provisions of the Natural Gas Act (the “ NGA ”) and (ii) all applicable orders and regulations of FERC that pertain to the business or operations of that CIG Entity. No approval of FERC is required in connection with execution of this Agreement by the Contributing Parties or the consummation by the Contributing Parties of the transactions contemplated hereby.

3.16	Brokerage Arrangements

None of the Contributing Parties or their Affiliates (other than the Partnership Parties) has entered (directly or indirectly) into any agreement with any person, firm or corporation that would obligate the Partnership Parties or the CIG Entities to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement, the Contribution Agreement or the transactions contemplated hereby or thereby.

3.17	Waivers and Disclaimers

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT AND THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY RELATING TO (A) CIG AND THE VALUE, NATURE, QUALITY OR CONDITION OF ITS ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY CIG OR ITS ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF CIG’S ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY CIG OR ITS OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF CIG. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE CONTRIBUTING PARTIES, CIG OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.17 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE CONTRIBUTING PARTIES, CIG OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT.

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3.18	SEC Reports

Since December 31, 2008, (i) CIG has timely made all filings that it would be required to make by the Exchange Act (“ SEC Reports ”) if it were subject to such Laws, (ii) all filings by CIG with the SEC, at the time filed complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder, and (iii) to the Knowledge of the Contributing Parties, no such filing, at the time described above, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES

OF THE PARTNERSHIP PARTIES

Each of the Partnership Parties hereby represents and warrants to the Contributing Parties as follows:

4.1	Organization and Existence

The Partnership is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite partnership power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted. Each of the Operating Company and EPPP CIG is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, operate and lease its

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