CONTRIBUTION AND EXCHANGE AGREEMENTContribution Agreement |
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You are currently viewing: This Contribution Agreement involves
EL PASO PIPELINE PARTNERS, L.P. | Colorado Interstate Gas Company | EL PASO CORPORATION | El Paso Noric Investments III, LLC | EL PASO PIPELINE GP COMPANY, LLC | EL PASO PIPELINE LP HOLDINGS, LLC | El Paso Pipeline Partners Operating Company, LLC | El Paso Pipeline Partners, LP | EL PASO SNG HOLDING COMPANY, LLC | EPPP CIG GP Holdings, LLC | EPPP SNG GP Holdings, LLC | Southern Natural Gas Company. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 2.1
CONTRIBUTION AND EXCHANGE AGREEMENT
BY AND AMONG
EL PASO CORPORATION
EL PASO NORIC INVESTMENTS III, L.L.C.
COLORADO INTERSTATE GAS COMPANY
EL PASO SNG HOLDING COMPANY, L.L.C.
SOUTHERN NATURAL GAS COMPANY
EPPP SNG GP HOLDINGS, L.L.C.
EPPP CIG GP HOLDINGS, L.L.C.
EL PASO PIPELINE GP COMPANY, L.L.C.
EL PASO PIPELINE LP HOLDINGS, L.L.C.
EL PASO PIPELINE PARTNERS, L.P.
AND
EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.
September 17, 2008
TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS |
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1.1 |
Definitions |
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1.2 |
Construction |
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ARTICLE 2 CONTRIBUTION AND CLOSING |
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2.1 |
Contribution |
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2.2 |
Consideration |
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2.3 |
Closing and Closing Deliveries |
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2.4 |
Aggregate Consideration Adjustment |
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ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES |
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3.1 |
Organization |
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3.2 |
Authority and Approval |
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3.3 |
No Conflict; Consents |
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3.4 |
Capitalization; Title to Subject Interest |
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3.5 |
Financial Statements; Internal Controls; Undisclosed Liabilities |
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3.6 |
Title to Assets |
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3.7 |
Litigation; Laws and Regulations |
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3.8 |
No Adverse Changes |
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3.9 |
Taxes |
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3.10 |
Environmental Matters |
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3.11 |
Licenses; Permits |
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3.12 |
Contracts |
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3.13 |
Employees and Employee Benefits |
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3.14 |
Transactions with Affiliates |
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3.15 |
Regulation |
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3.16 |
Brokerage Arrangements |
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3.17 |
Investment Intent |
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3.18 |
Waivers and Disclaimers |
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3.19 |
SEC Reports |
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ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP PARTIES |
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4.1 |
Organization and Existence |
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4.2 |
Authority and Approval |
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4.3 |
No Conflict; Consents |
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4.4 |
Brokerage Arrangements |
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4.5 |
Litigation |
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4.6 |
Valid Issuance; Listing; Authorization; Private Placement |
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4.7 |
SEC Reports |
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4.8 |
Waivers and Disclaimers |
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ARTICLE 5 ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS |
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5.1 |
Operation of CIG and SNG |
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5.2 |
Supplemental Disclosure |
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5.3 |
Access to Books and Records |
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5.4 |
Cooperation; Further Assurances |
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5.5 |
Admission of Partnership as Partner |
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5.6 |
Cash Pooling Transactions |
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5.7 |
Growth Capital; Debt Balance |
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ARTICLE 6 CONDITIONS TO CLOSING |
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6.1 |
Conditions to the Obligation of the Partnership Parties |
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6.2 |
Conditions to the Obligation of the Contributing Parties |
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ARTICLE 7 TAX MATTERS |
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7.1 |
Liability for Taxes |
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7.2 |
Tax Returns. |
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7.3 |
Tax Treatment of Indemnity Payments |
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7.4 |
Transfer Taxes |
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7.5 |
Survival |
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7.6 |
Conflict |
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ARTICLE 8 TERMINATION |
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8.1 |
Events of Termination |
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8.2 |
Effect of Termination |
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ARTICLE 9 INDEMNIFICATION UPON CLOSING |
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9.1 |
Indemnification of the Partnership Parties |
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9.2 |
Indemnification of the Contributing Parties, SNG and CIG |
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9.3 |
Tax Indemnification |
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9.4 |
Survival |
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9.5 |
Demands |
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9.6 |
Right to Contest and Defend |
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9.7 |
Cooperation |
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9.8 |
Right to Participate |
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9.9 |
Payment of Damages |
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9.10 |
Limitations on Indemnification |
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9.11 |
Sole Remedy |
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ARTICLE 10 MISCELLANEOUS |
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10.1 |
Expenses |
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10.2 |
Notices |
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10.3 |
Governing Law |
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10.4 |
Public Statements |
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10.5 |
Entire Agreement; Amendments and Waivers |
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10.6 |
Conflicting Provisions |
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10.7 |
Binding Effect and Assignment |
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10.8 |
Severability |
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10.9 |