CONTRIBUTION AND EXCHANGE AGREEMENT

This Contribution and Exchange Agreement (the “ Agreement ”) is made and entered into as of September 17, 2008, 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 SNG Holding Company, L.L.C., a Delaware limited liability company and direct wholly-owned subsidiary of El Paso (“ EP SNG ”), Southern Natural Gas Company, a Delaware general partnership, (“ SNG ”), El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company and indirect wholly-owned subsidiary of El Paso ( “EPP GP” ), El Paso Pipeline LP Holdings, L.L.C., a Delaware limited liability company and indirect wholly-owned subsidiary of El Paso ( “EPP LP” ), 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” ), EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company and an indirect wholly-owned subsidiary of the Partnership (“ EPPP CIG ”) and EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company and an indirect wholly-owned subsidiary of the Partnership (“ EPPP SNG ”).  El Paso and EP Noric are referred to herein collectively as the “ CIG Contributing Parties ,” El Paso and EP SNG are referred to herein collectively as the “ SNG Contributing Parties ,” the CIG Contributing Parties together with the SNG Contributing Parties, EPP GP and EPP LP are referred to herein collectively as the “ Contributing Parties ,” the Partnership, the Operating Company, EPPP CIG,  and EPPP SNG are referred to herein collectively as the “ Partnership Parties ” and the Contributing Parties, Partnership Parties, CIG and SNG are referred to herein collectively as the “ Parties .”

WHEREAS, EP Noric owns a 90% general partner interest in CIG and EPPP CIG owns a 10% general partner interest in CIG; and

WHEREAS, EP SNG owns a 90% general partner interest in SNG and EPPP SNG owns a 10% general partner interest in SNG; and

WHEREAS, pursuant to the Contribution Agreement (defined below), the Contributing Parties desire to contribute, transfer and convey to the Partnership a 30% general partner interest in CIG (the “ CIG Subject Interest ”) and a 15% general partner interest in SNG (the “ SNG Subject Interest ” and together with the CIG Subject Interest, the “ Subject Interest ”) in exchange for total consideration of $736 million (as may be adjusted pursuant to this Agreement, the “ Aggregate Consideration ”), which shall be paid in the form of (i) the issuance of a defined number of Common Units as specified in Section  2.2 having an aggregate defined value of $477 million (as may be adjusted pursuant to this Agreement, the “ Unit Consideration ”) and (ii) the cash amount specified in Section  2.2 equal to $259 million, which may be paid in whole or part by delivery of one or more Promissory Notes in an aggregate original principal amount not to exceed $259 (as may be adjusted pursuant to this Agreement, the “ Cash 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 60% and 40% general partner interest in CIG, respectively and EP SNG and EPPP SNG will own a 75% and 25% general partner interest in SNG, respectively;

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

           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 (a) 30% of any cash distributions made by CIG with respect to its operations after the Effective Time and (b) 15% of any cash distributions made by SNG with respect to its operations after the Effective Time, in each such case without giving effect to distributions made pursuant to the Cash Pooling Transactions.  For avoidance of doubt the distributions made by each of CIG and SNG on July 30, 2008 with respect to their respective operations for the second quarter of 2008 are not to be given effect in the calculation of any Additional Distribution Amount.

“ Additional General Partner Units ” has the meaning assigned to such term in Section  2.2 .

“ 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.

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

“ 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 .

“ Borrower ” means the borrower under any Promissory Note.

“ 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.

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

“ Cash Pooling Arrangements ” means the cash pooling arrangement with 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 and SNG, 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 Capital Contribution Adjustment Amount ” means an amount equal to 30% of the sum of all Capital Contributions (as such term is defined in the Existing CIG Partnership Agreement) made pursuant to Capital Calls (as such term is defined in the Existing CIG Partnership Agreement) on or after the Effective Time and prior to the Closing Date.

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

“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.

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

“ 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.

“ Common Units ” means the common units representing limited partner interests in the Partnership.

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

“ 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, SNG 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 .

“ Contributing Party Capital Contribution Amount ” means an amount equal to the sum of the CIG Capital Contribution Adjustment Amount and the SNG Capital Contribution Adjustment Amount.

“ 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.

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

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

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

 “ Effective Time ” means 12:01 a.m., Houston, Texas time, on July 1, 2008.

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

“ 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.

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

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

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

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

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

“ Equity Financing Transaction ” means a private placement of Common Units at the Price Per Unit by the Partnership to Persons other than the Contributing Parties that closes before or contemporaneously with the Closing, the net proceeds of which shall be used to increase the Cash Consideration pursuant to Section  2.2(c) .

“ 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, of CIG.

“ Existing SNG Partnership Agreement ” means the General Partnership Agreement, dated November 1, 2007, of SNG.

“ 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 EPP GP.

“ General Partner Unit ” has the meaning assigned to such term in the Partnership Agreement.

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

“ GP Cash Contribution ” has the meaning assigned to such term in Section 2.2 .

“ 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 or SNG 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, Norman Holmes, James Cleary, J.R. Sult, Katherine Murray, and Thomas Hutchins.  The designated personnel for the Partnership Parties are James Yardley, Norman Holmes, 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 SNG or the Subject Interests, 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 and SNG 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 or SNG 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 .

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

“ Ownership Percentage ” means with respect to (i) Partnership Parties, 10.0%, and (ii) Contributing Parties, 90.0%.

“ 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 Amended and Restated Agreement of Limited Partnership of the Partnership, as amended to date.

“ 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 Debt Placement ” means a private placement by the Partnership Parties to Persons other than the Contributing Parties of an aggregate original principal amount of debt securities of not  more than $250 million in original principal amount that closes before or contemporaneously with the Closing, all as contemplated, and in accordance with that certain commitment letter related thereto from the proposed lenders thereunder to the Partnership.

“ Partnership Financing Transactions ” means (i) the Partnership Debt Placement  and (ii) borrowings under the Partnership’s credit facility that, together with the borrowings made as a result of the Partnership Debt Placement do not exceed $250 million in original principal amount.

“ 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 or SNG’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 or SNG’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, or SNG’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 or SNG’s businesses.

“ 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 .

“ Price Per Unit ” means the average of the closing sales price of the Common Units as of each trading day for the five (5) trading day period ending September 15, 2008 as reported on The New York Stock Exchange Composite Transactions .

“ Promissory Note ” means a promissory note having terms and conditions in all material respects no less favorable to the Partnership Parties than the terms and conditions negotiated by the Partnership Parties with respect to the Partnership Debt Placement.

“ 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 3.19 .

“ Securities Act ” means the Securities Act of 1933, as amended.

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

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

“ SNG Capital Contribution Adjustment Amount ” means an amount equal to 15% of the sum of all Capital Contributions (as such term is defined in the Existing SNG Partnership Agreement) made pursuant to Capital Calls (as such term is defined in the Existing SNG Partnership Agreement) on or after the Effective Time and prior to the Closing Date.

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

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

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

“ 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  7.1 .

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

“ 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 .

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

In constructing 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.

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 B hereto.

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

Except as set forth on Disclosure Schedule  3.3 :

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 and SNG 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.

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

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.

Except as set forth on Disclosure Schedule  3.8 or as described in the Financial Statements, since June 30, 2008:

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 and the SNG 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, SNG Entity or with respect to their respective 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, SNG Entity or with respect to their respective 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 or SNG’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, SNG Entity or their respective assets.

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, SNG Entity and their respective 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 and each SNG 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, SNG Entity nor their respective 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, SNG Entity or, with respect to their respective assets, operations and businesses, by any Contributing Party under any Environmental Law (“ Environmental Permits ”) in connection with any CIG Entities’ or SNG Entities’ respective businesses or assets have been duly obtained or filed and are valid and currently in full force and effect; (v) such Persons have 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 and SNG Entities to have any material Environmental Permit necessary for the operation of any of such Person’s assets or the conduct of their 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, SNG Entity or at or from their respective assets, operations and businesses except in compliance with applicable Environmental Law.

Except as set forth in Disclosure Schedule  3.11 , (a) the CIG Entities and SNG Entities have all licenses, permits and authorizations (collectively, “ Permits ”) issued or granted by Governmental Authorities that are necessary for the conduct of such Person’s business as it is now being conducted, (b) all such Permits are validly held by such Persons and are in all material respects in full force and effect, (c) such Persons 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 and SNG Entities to have any material Permit necessary for the operation of any of such Person’s 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 .