EXHIBIT
4.A
AMENDMENT NO. 1
TO
FIRST AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
EL PASO
PIPELINE PARTNERS, L.P.
This
Amendment No. 1 (“Amendment No. 1”) to the First
Amended and Restated Agreement of Limited Partnership (as amended,
the “Partnership Agreement”) of El Paso Pipeline
Partners, L.P. (the “Partnership”) is hereby adopted by
El Paso Pipeline GP Company, L.L.C., a Delaware limited liability
company (the “General Partner”), as general partner of
the Partnership. Capitalized terms used but not defined herein are
used as defined in the Partnership Agreement.
WHEREAS,
the General Partner desires to amend the Partnership Agreement to
make certain adjustments to certain allocation provisions and the
definitions related thereto, which adjustments shall be effective
on January 1, 2008; and
WHEREAS,
acting pursuant to the power and authority granted to it under
Section 13.1(d) of the Partnership Agreement, the General Partner
has determined that the following amendment to the Partnership
Agreement does not require the approval of any Limited
Partner.
NOW
THEREFORE, the General Partner does hereby amend the Partnership
Agreement as follows:
(a) Section 1.1 is hereby
amended to add or amend and restate the following
definitions:
“
Disposed of Adjusted Property ” has the meaning
assigned to such term in Section 6.1(d)(xii)(B).
“ Net
Termination Gain ” means, for any taxable year, the sum,
if positive, of all items of income, gain, loss or deduction
recognized by the Partnership (a) after the Liquidation Date or (b)
upon the sale, exchange or other disposition of all or
substantially all of the assets of the Partnership Group, taken as
a whole, in a single transaction or a series of related
transactions (excluding any disposition to a member of the
Partnership Group). The items included in the determination of Net
Termination Gain shall be determined in accordance with Section
5.5(b) and shall not include any items of income, gain or loss
specially allocated under Section 6.1(d).
“ Net
Termination Loss ” means, for any taxable year, the sum,
if negative, of all items of income, gain, loss or deduction
recognized by the Partnership (a) after the Liquidation Date or (b)
upon the sale, exchange or other disposition of all or
substantially all of the assets of the Partnership Group, taken as
a whole, in a single transaction or a series of related
transactions (excluding any disposition to a member of the
Partnership Group). The items included in the determination of Net
Termination Loss shall be determined in accordance with Section
5.5(b) and shall not include any items of income, gain or loss
specially allocated under Section 6.1(d).
(b) Section
5.5(d) is hereby amended and restated in its entirety as
follows:
(i) In
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f),
on an issuance of additional Partnership Interests for cash or
Contributed Property, the issuance of Partnership Interests as
consideration for the provision of services or the conversion of
the General Partner’s Combined Interest to Common Units
pursuant to Section 11.3(b), the Capital Accounts of all Partners
and the Carrying Value of each Partnership property immediately
prior to such issuance shall be adjusted upward or downward to
reflect any Unrealized Gain or Unrealized Loss attributable to such
Partnership property, as if such Unrealized Gain or Unrealized Loss
had been recognized on an actual sale of each such property
immediately prior to such issuance for an amount equal to its fair
market value and had been allocated to the Partners at such time
pursuant to Section 6.1(c) in the same manner as any item of gain
or loss actually recognized following an event giving rise to the
dissolution of the Partnership would have been allocated. In
determining such Unrealized Gain or Unrealized Loss, the aggregate
cash amount and fair market value of all Partnership assets
(including cash or cash equivalents) immediately prior to the
issuance of additional Partnership Inter
