NOTE PURCHASE AGREEMENT

Exhibit 10.5

EXECUTION VERSION

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

EL PASO PIPELINE PARTNERS, L.P.,
as party to the Parent Guaranty

NOTE PURCHASE AGREEMENT

Dated as of September 30, 2008

$37,000,000 7.76% Senior Notes, Series 2008-A, due September 30, 2011
$15,000,000 7.93% Senior Notes, Series 2008-B, due September 30, 2012
$88,000,000 8.00% Senior Notes, Series 2008-C, due September 30, 2013
$35,000,000 Floating Rate Senior Notes, Series 2008-D, due September 30, 2012

SERIES 2008-A PPN: 28370T A*0
SERIES 2008-B PPN: 28370T A@8
SERIES 2008-C PPN: 28370T A#6
SERIES 2008-D PPN: 28370T B*9

TABLE OF CONTENTS

EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.
EL PASO PIPELINE PARTNERS, L.P.
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600

$37,000,000 7.76% Senior Notes, Series 2008-A, due September 30, 2011
$15,000,000 7.93% Senior Notes, Series 2008-B, due September 30, 2012
$88,000,000 8.00% Senior Notes, Series 2008-C, due September 30, 2013
$35,000,000 Floating Rate Senior Notes, Series 2008-D, due September 30, 2012

Dated as of September 30, 2008

TO EACH OF THE PURCHASERS LISTED IN
           THE ATTACHED SCHEDULE A :

Ladies and Gentlemen:

          EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C., a Delaware limited liability company (the “ Issuer ”), and EL PASO PIPELINE PARTNERS, L.P., a Delaware limited partnership (the “ MLP ”) agree with each of the purchasers whose names appear at the end hereof (each, a “ Purchaser ” and collectively, the “ Purchasers ”) as follows:

1. AUTHORIZATION OF NOTES.

1.1 Description of Notes to be Initially Issued.

          The Issuer has authorized the issue and sale of $175,000,000 aggregate principal amount of its Senior Notes consisting of (i) $37,000,000 aggregate principal amount of its 7.76% Senior Notes, Series 2008-A, due September 30, 2011 (the “ Series 2008-A Notes ”), (ii) $15,000,000 aggregate principal amount of its 7.93% Senior Notes, Series 2008-B, due September 30, 2012 (the “ Series 2008-B Notes ”), (iii) $88,000,000 aggregate principal amount of its 8.00% Senior Notes, Series 2008-C, due September 30, 2013 (the “ Series 2008-C Notes ”), and (iv) $35,000,000 aggregate principal amount of its Floating Rate Senior Notes, due September 30, 2012 (the “ Series 2008-D Notes ” and, together with the Series 2008-A Notes, the Series 2008-B Notes and the Series 2008-C Notes, the “ Notes ”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes shall be substantially in the forms set out in Exhibits 1.1(a) , 1.1(b) , 1.1(c) and 1.1(d) , with such changes therefrom, if any, as may be approved by the Purchasers and the Issuer. Certain capitalized terms used in this Agreement are defined in Schedule B ; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

1.2 Interest Rate.

          (a) The Series 2008-A, 2008-B and 2008-C Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) (i) on the unpaid principal thereof from the date of issuance at the rate stated in clause (a) of the first paragraph of such Note payable semiannually in arrears on the last day of March and September in each year commencing on March 31, 2009, until such principal sum shall have become due and payable (whether at maturity, upon prepayment or otherwise) and (ii) to the extent permitted by applicable law, on any overdue principal, any overdue installment of interest and any overdue payment of Make-Whole Amount from the due date thereof (whether by acceleration or otherwise) at the applicable Default Rate until paid.

          (b) The Series 2008-D Notes shall bear interest (computed on the basis of a 360-day year and actual days elapsed) (i) on the unpaid principal thereof from the date of issuance at the rate stated in clause (a) of the first paragraph of the Series 2008-D Note payable quarterly in arrears on the last day of March, June, September and December in each year commencing on December 31, 2008, until such principal sum shall have become due and payable (whether at maturity, upon prepayment or otherwise) and (ii) to the extent permitted by applicable law, on any overdue principal, any overdue installment of interest and any overdue payment of LIBOR Breakage Amount from the due date thereof (whether by acceleration or otherwise) at the applicable Default Rate until paid.

          (c) Whenever the Applicable Floating Rate consists of the Adjusted LIBOR Rate, the Adjusted LIBOR Rate shall be determined by the Issuer, and notice thereof shall be given to the holders of the Series 2008-D Notes, together with such information as the holders of Series 2008-D Notes may reasonably request for verification (including in all events, a facsimile transmission of the relevant screen and calculations), on the second Business Day preceding each Interest Period. In the event that the Series 2008-D Required Holders do not concur with such determination by the Issuer, as evidenced by notice to the Issuer by such Series 2008-D Required Holders within ten (10) Business Days after receipt by such holders of the notice delivered by the Issuer pursuant to the previous sentence, the determination of the Adjusted LIBOR Rate shall be made by the Series 2008-D Required Holders in accordance with the provisions of this Agreement and shall be conclusive and binding absent manifest error.

1.3 Guaranties; Release.

     (a) Subsidiary Guaranty . The payment by the Issuer of all amounts due on or in respect of the Notes and the performance by the Issuer of its obligations under this Agreement will be guaranteed by any Subsidiary Guarantor executing and delivering a Subsidiary Guaranty in substantially the form of the attached Exhibit 1.3(a) , as it may be amended or supplemented from time to time (a “ Subsidiary Guaranty ”), after the date of this Agreement in accordance with Section 9.7 .

     (b) Parent Guaranty . The payment by the Issuer of all amounts due on or in respect of the Notes and the performance by the Issuer of its obligations under this Agreement will be guaranteed by the MLP pursuant to the Parent Guaranty in

substantially the form of the attached Exhibit 1.3(b) , as it may be amended or supplemented from time to time (the “ Parent Guaranty ”).

     (c) Release of Guaranties . Each holder of a Note acknowledges and agrees that a Subsidiary Guarantor shall be fully released and discharged from its Subsidiary Guaranty and each holder of a Note fully releases and discharges such Subsidiary Guarantor from its Subsidiary Guaranty immediately and without any further act, upon such Subsidiary being released and discharged as a guarantor under and in respect of the Credit Agreement; provided that (i) no Default or Event of Default exists or will exist immediately following such release and discharge; (ii) if any fee or other consideration is paid or given to any holder of Indebtedness under the Credit Agreement in connection with such release, other than the repayment of all or a portion of such Indebtedness under the Credit Agreement, each holder of a Note receives equivalent consideration on a pro rata basis; and (iii) at the time of such release and discharge, the Issuer delivers to each holder of a Note a certificate of a Responsible Officer certifying that (a) such Subsidiary Guarantor has been or is being released and discharged as a guarantor under and in respect of the Credit Agreement and (b) the matters set forth in clauses (i) and (ii).

2. SALE AND PURCHASE OF NOTES.

          Subject to the terms and conditions of this Agreement, the Issuer will issue and sell to each Purchaser and each Purchaser will purchase from the Issuer, at the Closing provided for in Section 3 , Notes in the denomination, principal amount and series specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

3. CLOSING.

          The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Vinson & Elkins L.L.P. at 1001 Fannin Street, Houston, Texas 77002 at 9:00 a.m., Houston time, at a closing (the “ Closing ”) on September 26, 2008 or on such other Business Day thereafter on or prior to September 30, 2008 as may be agreed upon by the Issuer and the Purchasers. At the Closing the Issuer will deliver to each Purchaser the Notes to be purchased by it in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of this Agreement and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuer to account number 100-8944 at Mellon Bank, Pittsburgh, Pennsylvania, ABA No. 043 000 261, FAO: El Paso Pipeline Partners Operating Company, L.L.C. If at the Closing the Issuer fails to tender such Notes to each Purchaser as provided above in this Section 3 , or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights it may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING.

          Each Purchaser’s obligation to purchase and pay for the Notes to be sold to it at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

4.1 Representations and Warranties.

          The representations and warranties of the Issuer and the MLP in this Agreement shall be correct when made and at the time of the Closing.

4.2 Performance; No Default.

          The Issuer shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14 ), no Default or Event of Default shall have occurred and be continuing. None of the Issuer, the MLP or any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.

4.3 Compliance Certificates.

     (a) Officer’s Certificate . The Issuer shall have delivered to the Purchasers an Officer’s Certificate, dated the date of this Agreement, certifying that the conditions specified in Sections 4.1 , 4.2 and 4.9 have been fulfilled.

     (b) Secretary’s Certificates . Each of the Issuer and the MLP shall have delivered to the Purchasers a certificate certifying as to the resolutions attached thereto and other limited liability company or limited partnership proceedings, as the case may be, relating to the authorization, execution and delivery of the Notes, the Parent Guaranty, and this Agreement.

4.4 Opinions of Counsel.

          Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of this Agreement from (a) Bracewell & Guiliani LLP, outside counsel to the Issuer and the MLP, and the general counsel to the General Partner, covering the matters set forth in Exhibit 4.4(a) and covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Issuer and the MLP instruct their counsel to deliver such opinion to the Purchasers) and (b) Vinson & Elkins L.L.P., the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

4.5 Purchase Permitted By Applicable Law, etc.

          On the date of this Agreement, such Purchaser’s purchase of Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation U, T or X of the FRB) and (iii) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date of this Agreement. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate from the Issuer certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

4.6 Sale of Other Notes.

          Contemporaneously with the Closing the Issuer shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A .

4.7 Payment of Special Counsel Fees.

          Without limiting the provisions of Section 15.1 , the Issuer shall have paid, on or before the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 , to the extent reflected in a statement of such counsel rendered to the Issuer at least one (1) Business Day prior to the Closing.

4.8 Private Placement Number.

          A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained by Vinson & Elkins L.L.P. for each series of the Notes.

4.9 Changes in Corporate Structure.

          Neither the Issuer nor the MLP shall have changed its jurisdiction of organization or been a party to any merger or consolidation or shall have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5 .

4.10 Parent Guaranty.

          The MLP shall have executed and delivered the Parent Guaranty in favor of the Purchasers, and each Purchaser shall have received a copy of the executed Parent Guaranty.

4.11 Funding Instructions.

          At least two (2) Business Days prior to the date of this Agreement, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the

Issuer confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

4.12 Proceedings and Documents.

          All limited liability company or limited partnership, as the case may be, and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

4.13 Equity Transfer Transaction.

          The transfer of Equity Interests in CIG and SNG to the Issuer, as described in Section I.B of the Memorandum, shall have been consummated.

4.14 Material Project EBITDA Adjustments.

          The Issuer shall have delivered to the Purchasers a copy of the certificate provided to the lenders under the Credit Agreement, which sets forth the Material Project EBITDA Adjustments that have been made in accordance with Credit Agreement in connection with the calculation of Consolidated EBITDA for the period of four (4) fiscal quarters ending on June 30, 2008.

5. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE MLP.

          Each of the Issuer and the MLP represents and warrants to each Purchaser that:

5.1 Organization; Power and Authority.

          Each of the Issuer and the MLP is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Issuer and the MLP has the limited liability company or limited partnership power and authority (as the case may be) to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes (as the case may be) and to perform the provisions hereof and thereof.

5.2 Authorization, etc.

          (a) This Agreement and the Notes have been duly authorized by all necessary limited liability company or limited partnership action (as the case may be) on the part of the Issuer, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Issuer enforceable against the Issuer in

accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

          (b) The Parent Guaranty and this Agreement have been duly authorized by all necessary limited partnership action on the part of the MLP and upon execution and delivery thereof will constitute the legal, valid and binding obligation of the MLP, enforceable against the MLP in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3 Disclosure.

          The Issuer, through its agent Banc of America Securities LLC, has delivered to each Purchaser a copy of a Private Placement Memorandum, dated August 2008, as amended (the “ Memorandum ”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the MLP and the Issuer and their respective Subsidiaries. Except as disclosed in Schedule 5.3 , this Agreement, the Memorandum, the documents, certificates or other writings delivered to you by or on behalf of the Issuer in connection with the transactions contemplated hereby and the financial statements listed in Schedule 5.5 , taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that with respect to projected financial information, the Issuer represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Except as disclosed in the Memorandum or as expressly described in Schedule 5.3 , or in one of the documents, certificates or other writings identified therein, or in the financial statements listed in Schedule 5.5 , since June 30, 2008, there has been no change in the financial condition, operations, business or properties of the MLP, the Issuer or any of its respective Subsidiaries except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No event or condition known to the Issuer or the MLP that could reasonably be expected to have a Material Adverse Effect has occurred or exists and has not been set forth herein or in the Memorandum or in the other documents, certificates and other writings delivered to each Purchaser by or on behalf of such Issuer specifically for use in connection with the transactions contemplated hereby.

5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates.

     (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of: (i) the MLP’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar Equity Interests outstanding owned by the MLP, the Issuer and each Subsidiary, (ii) all material equity Investments of the MLP or the Issuer in any other Business Entity, and (iii) the General Partner’s and the Issuer’s senior officers. Each

Subsidiary of the Issuer listed in Schedule 5.4 is designated as a Restricted Subsidiary of the Issuer.

     (b) All of the outstanding shares of capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Issuer and its respective Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Issuer or another Subsidiary thereof free and clear of any Lien (except as otherwise disclosed in Schedule 5.4 ).

     (c) Each Subsidiary of the MLP or the Issuer identified in Schedule 5.4 is a corporation or Business Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other Business Entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

     (d) Except as permitted under Section 10.9 , no Subsidiary of the MLP or the Issuer is party to, or otherwise subject to, any legal restriction or any agreement (other than this Agreement, the Credit Agreement, the agreements listed on Schedule 10.9 and customary limitations imposed by corporate, partnership or limited liability company law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Issuer or any of its Subsidiaries that owns outstanding shares of capital stock or similar Equity Interests of such Subsidiary.

5.5 Financial Statements.

          The Issuer has delivered to each Purchaser copies of the consolidated financial statements of the MLP and its Subsidiaries listed on Schedule 5.5 . All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the MLP and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The MLP and its Subsidiaries taken as a whole do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Memorandum, other than any such liabilities arising in the ordinary course of business subsequent to the date of such financial statements.

5.6 Compliance with Laws, Other Instruments, etc.

          (a) The execution, delivery and performance by the Issuer of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute a default under, or

result in the creation of any Lien in respect of any property of the Issuer or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, note purchase or credit agreement, lease, Organization Document, or any other Material agreement or instrument to which the Issuer or any such Subsidiary is bound or by which the Issuer or any such Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Issuer or any such Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority, including the USA Patriot Act, applicable to the Issuer or any such Subsidiary.

          (b) The execution, delivery and performance by the MLP of the Parent Guaranty and this Agreement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the MLP under, any agreement or Organization Document to which the MLP is bound or by which the MLP or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the MLP or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the MLP.

5.7 Governmental Authorizations, etc.

          No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by (a) the Issuer of this Agreement or the Notes, or (b) the MLP of the Parent Guaranty or this Agreement.

5.8 Litigation; Observance of Agreements, Statutes and Orders.

     (a) There are no actions, suits or proceedings pending or, to the knowledge of the MLP or the Issuer, threatened against or affecting the MLP, the Issuer or any Subsidiary thereof or any property of the MLP, such Issuer or any Subsidiary thereof in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     (b) None of the MLP, the Issuer or any Subsidiary thereof is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including Environmental Laws and the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.9 Taxes.

          The MLP, the Issuer and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties,

assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the failure to file or pay which, as applicable, would have a Material Adverse Effect or (ii) the amount, applicability or validity of which is currently being diligently contested in good faith by appropriate proceedings and with respect to which the MLP, the Issuer or Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Issuer knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the MLP, the Issuer and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate.

5.10 Title to Property; Leases.

          The MLP, the Issuer and its Subsidiaries have good and sufficient title to their respective properties except for such defects of title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in each case free and clear of Liens prohibited by this Agreement. All leases of the MLP, the Issuer or any Subsidiary are valid and subsisting and are in full force and effect in all material respects, except leases the failure of which to maintain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.11 Licenses, Permits, etc.

     (a) The MLP, the Issuer and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, except to the extent that the failure to own or possess the same could not reasonably be expected to have a Material Adverse Effect, and there are no known conflicts of the same with the rights of others that could reasonably be expected to have a Material Adverse Effect.

     (b) To the best knowledge of the MLP and the Issuer, no product of the MLP, such Issuer or any Subsidiary of such Issuer infringes any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person, which infringement could reasonably be expected to have a Material Adverse Effect.

     (c) To the best knowledge of the MLP and the Issuer, there is no violation by any Person of any right of the MLP, such Issuer or any Subsidiary of such Issuer with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the MLP, such Issuer or any Subsidiary of such Issuer, the violation of which could reasonably be expected to have a Material Adverse Effect.

5.12 Compliance with ERISA.

     (a) No Termination Event has occurred or is reasonably expected to occur with respect to any Plan which, with the giving of notice or lapse of time, or both, would constitute an Event of Default under Section 11(h) .

     (b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

     (c) Each Plan has complied with the applicable provisions of ERISA and the Code where the failure to so comply would reasonably be expected to result in a Material Adverse Effect.

     (d) The statement of assets and liabilities of each Plan and the statements of changes in fund balance and in financial position, or the statement of changes in net assets available for plan benefits, for the most recent plan year for which an accountant’s report with respect to such Plan has been prepared, copies of which report are available for review by the holders of the Notes, present fairly, in all material respects, the financial condition of such Plan as at such date and the results of operations of such Plan for the plan year ended on such date.

     (e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(e)(1)(A)(D) of the Code. The representation by the Issuer in the first sentence of this Section 5.12(e) is made (i) in reliance upon and subject to the accuracy of each Purchaser’s representation in Section 6.2(a)-(f) and (h) as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser and (ii) assumes that none of the sources of funds used to pay such purchase price are as described in Section 6.2(g) .

     (f) Neither the MLP nor any ERISA Affiliate has incurred, or is reasonably expected to incur, any Withdrawal Liability to any Multiemployer Plan which, when aggregated with all other amounts required to be paid to Multiemployer Plans in connection with Withdrawal Liability (as of the date of determination), would have a Material Adverse Effect.

     (g) Neither the MLP nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization, insolvent or has been terminated, within the meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization, to be insolvent or to be terminated within the meaning of Title IV of ERISA the effect of which reorganization, insolvency or termination would be the occurrence of an Event of Default under Section 11(h) .

5.13 Private Offering by the Issuer.

          Neither the Issuer nor anyone acting on the Issuer’s behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than five (5) other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Issuer nor anyone acting on the Issuer’s behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

5.14 Use of Proceeds; Margin Regulations.

          The Issuer will apply the proceeds of the sale of the Notes in the manner described in Section I.B. of the Memorandum. No part of the proceeds from the sale of the Notes will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the FRB (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Issuer in a violation of Regulation X of the FRB (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of the FRB (12 CFR 220). Margin stock does not constitute more than 1% of the value of the consolidated assets of the Issuer and the Issuer’s Subsidiaries and the Issuer has no present intention that margin stock will constitute more than 1% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.15 Existing Indebtedness; Future Liens.

     (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the MLP, the Issuer and its Subsidiaries as of June 30, 2008, since which date there has been no Material change in the amounts (other than to the extent of advances under the Credit Agreement), interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Issuer or its Subsidiaries. None of the MLP, the Issuer or any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the MLP, the Issuer or any Subsidiary and no event or condition exists with respect to any Indebtedness of the MLP, the Issuer or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

     (b) Except as disclosed in Schedule 10.1 , none of the MLP, the Issuer or any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.1 .

     (c) Neither the MLP, the Issuer nor any Subsidiary is party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the MLP, the Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its Organization Documents) which limits the

amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the MLP, the Issuer or such Subsidiary, other than the Credit Agreement and the Note Purchase Agreement dated as of the date hereof among the MLP, the Issuer and EPC.

5.16 Foreign Assets Control Regulations, Anti-Terrorism Order, etc.

          Neither the sale of the Notes by the Issuer hereunder nor its use of the proceeds thereof will violate (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (c) the Anti-Terrorism Order or (d) the United States Foreign Corrupt Practices Act of 1997, as amended. Without limiting the foregoing, neither Issuer nor any Subsidiary of the Issuer (i) is a blocked person described in Section 1 of the Anti-Terrorism Order or (ii) to the Issuer’s knowledge, engages in any dealings or transactions with any such person.

5.17 Status under Certain Statutes.

          None of the MLP, the Issuer or any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act, as amended, or the Federal Power Act, as amended.

5.18 Environmental Matters.

          Except for the matters set forth on Schedule 5.18 and other matters that, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the MLP, the Issuer nor any of their Subsidiaries (a) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (b) is subject to any Environmental Liability, (c) has received notice of any claim with respect to any Environmental Liability or (d) knows of any basis for any Environmental Liability.

5.19 Solvency of MLP.

          After giving effect to the issuance and sale of the Notes and the application of the proceeds thereof and due consideration to any rights of contribution and reimbursement, (i) the MLP has received fair consideration and reasonably equivalent value for the incurrence of its obligations under the Parent Guaranty and this Agreement or as contemplated by the Parent Guaranty and this Agreement, (ii) the fair value of the assets of the MLP (at fair valuation) exceeds its liabilities, (iii) the MLP is able and expects to be able to pay its debts as they mature, and (iv) the MLP has capital sufficient to carry on its business and conducted and as proposed to be conducted.

6. REPRESENTATIONS OF THE PURCHASERS.

6.1 Purchase for Investment.

          Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of

one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Notes.

6.2 Source of Funds.

          Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “ Source ”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

     (a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“ PTE ”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “ NAIC Annual Statement ”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

     (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

     (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of PTE 91-38 (issued July 12, 1991) and, except as disclosed by such Purchaser to the Issuer in writing pursuant to this paragraph (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

     (d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “ QPAM Exemption ”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or

maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the MLP and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Issuer in writing pursuant to this paragraph (d); or

     (e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “ INHAM Exemption ”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in the MLP and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Issuer in writing pursuant to this paragraph (e); or

     (f) the Source is a governmental plan; or

     (g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Issuer in writing pursuant to this paragraph (g); or

     (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2 , the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

7. INFORMATION AS TO ISSUER.

7.1 Financial Statements.

     The Issuer will deliver to each holder of a Note that is an Institutional Investor, in form and detail satisfactory to the Required Holders:

     (a) Annually as soon as available, but in any event within 120 days after the end of each fiscal year:

     (i) a consolidated balance sheet of the MLP and its Subsidiaries, as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ capital and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year; and

     (ii) if the Issuer, WIC or an “Additional Borrower” (under and as defined in the Credit Agreement) is required to file a Form 10-Q or a Form 10-K with the SEC, a consolidated balance sheet of such Person and its Subsidiaries, as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ capital and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year,

all prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and

     (iii) if WIC, an “Additional Borrower” (under and as defined in the Credit Agreement), CIG or SNG is not required to file a Form 10-K or Form 10-Q with the SEC, a consolidated balance sheet of such Person and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ capital and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year,

subject only to the absence of footnotes, all in reasonable detail, certified by a Responsible Officer of the MLP as fairly presenting the financial condition, results of operations, partners’ capital and cash flows of such Person and its Subsidiaries in accordance with GAAP; and

     (b) Quarterly as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year:

     (i) a consolidated balance sheet of the MLP and its Subsidiaries, at the end of such fiscal quarter, and the related consolidated statements of income or operations and partners’ capital for such fiscal quarter and statements of cash flows for the portion of the MLP’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year;

     (ii) a consolidated balance sheet of WIC and its Subsidiaries, and a consolidated balance sheet of each “Additional Borrower” (under and as defined in the Credit Agreement) and its Subsidiaries, in each case at the end of such fiscal quarter, and the related consolidated statements of income or operations and partners’ capital for such fiscal quarter and statements of cash flows for the portion of such Person’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year; and

     (iii) if CIG or SNG is not required to file a Form 10-Q with the SEC, a consolidated balance sheet of such Person and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and partners’

capital for such fiscal quarter and statements of cash flows for the portion of such Person’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year,

all in reasonable detail, certified by a Responsible Officer of the MLP as fairly presenting the financial condition, results of operations, partners’ capital and cash flows of the MLP and its Subsidiaries or the applicable Person and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments (if applicable) and the absence of footnotes.

     As to any information contained in materials furnished pursuant to Section 7.1(b) , the MLP and the Issuer shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the MLP and the Issuer to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

7.2 Certificates; Other Information.

     The Issuer will deliver to each holder of a Note that is an Institutional Investor:

     (a) within five (5) Business Days after the delivery of the financial statements referred to in Section 7.1(a) and Section 7.1(b) (but in any event, no later than the deadlines for delivery of financial statements set forth in Section 7.1(a) or 7.1(b) , as applicable) a duly completed Compliance Certificate signed by a Responsible Officer of the MLP;

     (b) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the equity owners of the MLP, and copies of all annual, regular, periodic and special reports and registration statements which the MLP may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the holders of Notes pursuant hereto;

     (c) promptly, and in any event within ten (10) days after a Responsible Officer of the Issuer becomes aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given notice or taken any action with respect to a claimed default of the type referred to in Section 11(e), a written notice specifying the nature and period of existence thereof and what action the Issuer is taking or proposes to take with respect thereto;

     (d) as soon as practicable and in any event (i) within thirty (30) days after the MLP or the Issuer or any of their Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any Termination Event described in clause (a) of the definition of Termination Event with respect to any Plan has occurred that could reasonably be expected to have a Material Adverse Effect, and (ii) within ten (10) days after the MLP or the Issuer or any of their Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a statement of a Responsible Officer

describing such Termination Event and the action, if any, that the MLP or the Issuer or such Restricted Subsidiary or ERISA Affiliate proposes to take with respect thereto;

     (e) promptly, and in any event within thirty (30) days after any Responsible Officer has knowledge of receipt thereof, copies of any notice to the MLP, the Issuer or any of their Restricted Subsidiaries from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

     (f) within ten (10) days after sending or filing thereof, a copy of each FERC Form No. 2: Annual Report of Major Natural Gas Companies sent or filed by the Issuer or any Restricted Subsidiary to or with the FERC; and

     (g) with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the MLP, the Issuer or any of their Restricted Subsidiaries or relating to the ability of the Issuer to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of a Note.

     Notwithstanding any provision of Section 7.1 or Section 7.2 to the contrary, the Issuer shall be deemed to have complied with the delivery requirements of Section 7.1 or Section 7.2 in respect of any filing made by the MLP or the Issuer with the SEC within the applicable time period provided in Section 7.1 and prepared in compliance with the requirements therefor if the Issuer shall have (i) timely made such filing available on “EDGAR” or on the MLP’s home page on the worldwide web (as of the date of this Agreement located at http://www.eppipelinepartners.com/) and (ii) given each holder of a Note prior notice of such availability on EDGAR or the MLP’s home page (the making of such availability and the giving of notice thereof being collectively referred to as “ Electronic Delivery ”). Also, the electronic posting of any financial reports, notices or other items required to be furnished pursuant to Section 7.1 or Section 7.2 on a website established by the MLP and accessible by the holders of Notes free of charge and notice of such posting to the holders of Notes shall constitute delivery for all purposes of such section.

7.3 Inspection.

          The MLP and the Issuer will permit the representatives of each holder of a Note that is an Institutional Investor:

     (a) No Event of Default - if no Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the MLP or the Issuer, to visit the principal executive office of the MLP or the Issuer, to discuss the affairs, finances and accounts of the MLP or the Issuer and its Subsidiaries with the MLP’s or the Issuer’s representatives, and (with the consent of the MLP or the Issuer, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the MLP or the Issuer, which consent will not be unreasonably withheld) to visit the other offices and properties of the MLP or the Issuer and each Subsidiary thereof, all at such reasonable times and as often as may be reasonably requested in writing; and

     (b) Event of Default - if an Event of Default then exists, at the expense of such Issuer, to visit and inspect any of the offices or properties of the MLP or the Issuer or any Subsidiary thereof, to examine all of their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers or representatives and independent public accountants (and by this provision the MLP and the Issuer authorizes said accountants to discuss the affairs, finances and accounts of the MLP or the Issuer and its Subsidiaries), all at such times and as often as may be requested.

8. PREPAYMENT OF THE NOTES.

8.1 No Scheduled Prepayments.

          No regularly scheduled prepayments are due on the Notes prior to their stated maturity.

8.2 Optional Prepayments.

          (a) The Issuer may, at its option, upon notice as provided in subsection (c) below, prepay, at any time all, or from time to time any part of, one or more series of the Series 2008-A, 2008-B or 2008-C Notes, in an amount not less than $5,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount.

          (b) The Issuer may, at its option, upon notice as provided in subsection (c) below, prepay, at any time all, or from time to time any part of, the Series 2008-D Notes, in an amount not less than $5,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus (i) if such prepayment occurs at any time after the date of Closing to and including March 31, 2010, three percent (3%) of such principal amount being prepaid or if such prepayment occurs at any time after March 31, 2010 to and including September 30, 2010, two percent (2%) of such principal amount being prepaid, and (ii) any LIBOR Breakage Amount.

          (c) The Issuer will give each holder of each series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than ten (10) days and not more than sixty (60) days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of each series of Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4 ), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Responsible Officer as to (i) with respect to the Series 2008-A, 2008-B or 2008-C Notes, the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation and (ii) with respect to the Series 2008-D Notes, any additional premium payable pursuant to Section 8.2(b)(i) above (in each case, calculated as if the date of such notice were the date of the prepayment). Two (2) Business Days prior to such prepayment, the Issuer shall deliver to each holder of the series of Notes being prepaid a certificate of a Responsible Officer specifying the calculation of

such amounts as of the specified prepayment date, and acknowledging any LIBOR Breakage Amount owing of which the Issuer has been notified by any holder of a Series 2008-D Note.

8.3 Change of Control Prepayment Offer.

     (a) A “ Change of Control Prepayment Event ” occurs if, within the period of 120 days from and including the date on which a Change of Control occurs, either (i) there are Rated Securities outstanding at the time of such Change of Control and a Rating Downgrade in respect of such Change of Control occurs or (ii) at such time there are no Rated Securities and the MLP or the Issuer fails to obtain (whether by failing to seek a rating or otherwise) either a rating of the Notes or any other unsecured and unsubordinated Indebtedness of the MLP or the Issuer having a remaining maturity of five (5) years or more (and which does not have the benefit of a guaranty from any Person other than any such Person that at such time also guarantees the obligations of the Issuer under this Agreement and the Notes) from a Rating Agency of at least Investment Grade (a “ Negative Rating Event ”), in each case after giving pro forma effect to the transaction giving rise to such Change of Control (such Change of Control and the related Rating Downgrade or, as the case may be, Negative Rating Event, together (but not individually) constituting the Change of Control Prepayment Event).

     (b) Promptly upon becoming aware that a Change of Control has occurred, and in any event no later than fifteen (15) days after becoming aware of the Change of Control, the Issuer shall give written notice of such fact to all holders of the Notes. Promptly upon becoming aware that a Change of Control Prepayment Event has occurred, and not later than thirty (30) days after becoming aware of the Change of Control Prepayment Event, the Issuer shall give written notice (the “ Issuer Notice ”) of such fact to all holders of the Notes. The Issuer Notice shall describe (i) the facts and circumstances of such Change of Control Prepayment Event in reasonable detail, (ii) refer to this Section 8.3 and the rights of the holders hereunder, and (iii) contain an offer by the Issuer to prepay the entire unpaid principal amount of the Notes held by each holder at 100% of the principal amount of such Notes at par (and without any Make-Whole Amount or prepayment premium or other penalty whatsoever or howsoever described, but including any LIBOR Breakage Amount with respect to any Series 2008-D Notes being prepaid on a day other than a Floating Interest Payment Date), together with interest accrued thereon to the date for such prepayment selected by the Issuer (the “ Proposed Prepayment Date ”), which shall be specified in the Issuer Notice and which shall be a Business Day not more than sixty (60) days after such Issuer Notice is given, should any agreement to the contrary not be reached among the Issuer and each of the holders of the Notes.

     (c) A holder of a Note may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance to be delivered to the Issuer on or before the Proposed Prepayment Date. A failure by a holder of a Note to respond to an offer to prepay made pursuant to this Section 8.3 or to accept an offer by the Issuer to prepay all of the Notes held by such holder prior to the Proposed Prepayment Date shall be deemed to constitute rejection of such offer by such holder.

     (d) On any Proposed Prepayment Date, the entire unpaid principal amount of the Notes held by each holder of the Notes which has accepted such prepayment offer, together with interest accrued thereon to such date (without any Make-Whole Amount or prepayment premium or other penalty whatsoever or howsoever described, but including any LIBOR Breakage Amount with respect to any Series 2008-D Notes being prepaid on a day other than a Floating Interest Payment Date), shall become due and payable.

8.4 Allocation of Partial Prepayments.

          In the case of each partial prepayment of Notes of a series pursuant to Section 8.2 , the principal amount of the Notes of the series to be prepaid shall be allocated among all of the Notes of such series at any time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.5 Maturity; Surrender, etc.

          In the case of each prepayment of Notes pursuant to this Section 8 , the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, prepayment premium or LIBOR Breakage Amount, if any, and prepayment. From and after such date, unless the Issuer shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, prepayment premium or LIBOR Breakage Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full, after such payment and upon the written request of the Issuer, shall be surrendered to the Issuer and canceled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

8.6 Purchase of Notes.

          The Issuer will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Issuer or an Affiliate pro rata to the holders of Notes or any series thereof upon the same terms and conditions. The Issuer will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

8.7 Make-Whole Amount.

          The term “ Make-Whole Amount ” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

      “Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2(a) or has become or is declared to be immediately due and payable pursuant to Section 12.1 , as the context requires.

      “Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

      “Reinvestment Yield” means, with respect to the Called Principal of any Note, .50% over the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as the “PX1 Screen” on the Bloomberg Financial Market Service (or such other display as may replace the PX1 Screen on Bloomberg Financial Market Service) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding sentence, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Notes.

      “Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

      “Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such

Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1 .

      “Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1 , as the context requires.

9. AFFIRMATIVE COVENANTS.

          Each of the Issuer and MLP covenants that so long as any of the Notes are outstanding:

9.1 Compliance with Law.

          The Issuer and the MLP will, and will cause each of its Restricted Subsidiaries to, comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

9.2 Insurance.

          The Issuer and the MLP will, and will cause each of its Restricted Subsidiaries to, maintain or cause to be maintained with financially sound and reputable insurance companies (or through self-insurance) property damage and liability insurance of such types, in such amounts and against such risks as is commercially reasonable to maintain.

9.3 Maintenance of Properties.

          The Issuer and the MLP will, and will cause each of its Restricted Subsidiaries to, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof, except in the case of both the foregoing clauses (a) and (b) where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

9.4 Payment of Taxes and Claims.

          The Issuer and the MLP will, and cause each of its Restricted Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge when due all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might

become a Lien on properties or assets of the Issuer or the MLP or any of its Restricted Subsidiaries, provided that neither the Issuer, the MLP nor any Subsidiary thereof need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Issuer, the MLP or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Issuer, the MLP or such Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Issuer, the MLP or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

9.5 Existence, etc.

     The Issuer and the MLP will, and will cause each of its Restricted Subsidiaries to:

     (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 10.4 or Section 10.5 or where the failure to so preserve would not have a Material Adverse Effect and except that nothing herein shall prevent any change in Business Entity form of any Subsidiary of the MLP, and

     (b) take reasonable action to maintain permits, licenses and franchises necessary in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect..

9.6 Books and Records.

          The Issuer and the MLP will, and will cause its Restricted Subsidiaries to, (a) maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving its assets and business; and (b) maintain such books of record and account in conformity with the applicable material requirements of any Governmental Authority having regulatory jurisdiction over the Issuer, the MLP or such Restricted Subsidiary, as the case may be.

9.7 Additional Subsidiary Guarantors.

          The Issuer and the MLP will cause any Subsidiary that (whether or not required by the terms of the Credit Agreement) (i) guarantees Indebtedness in respect of the Credit Agreement or (ii) becomes an “Additional Borrower” under the Credit Agreement and assumes liability for any portion of the Indebtedness of any other “Borrower” under the Credit Agreement, to enter into a Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of the holders a certificate signed by a Responsible Officer of the Issuer confirming the accuracy of the representations and warranties in Sections 5.2 , 5.6 , 5.7 and 5.19 , with respect to such Subsidiary and such Subsidiary Guaranty, as applicable.

9.8 Use of Proceeds.

          The Issuer will use the proceeds of the Notes in the manner described in Section I.B. of the Memorandum.

9.9 Ranking of Notes.

     (a) The Notes and the Issuer’s obligations under this Agreement will rank at least pari passu with all of the Issuer’s outstanding unsecured Senior Indebtedness; provided, that during any period that the Credit Agreement is secured, the Notes and the Issuer’s obligations under this Agreement will rank at least pari passu with all of the Issuer’s obligations under the Credit Agreement.

     (b) The Issuer and the MLP will, if either of them or any Subsidiary shall create any Lien upon any of its property or assets, whether now owned or hereafter acquired, in favor of the lenders or other creditors who are party to the Credit Agreement (unless prior written consent to the creation thereof shall have been obtained from the Required Holders), make or cause to be made effective provision whereby the Notes will be secured by such Lien equally and ratably with all other Indebtedness thereby secured.

10. NEGATIVE COVENANTS.

          Each of the Issuer and the MLP covenants that it shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly,:

10.1 Liens.

          Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

     (a) Liens securing the Notes;

     (b) Liens existing on the date of this Agreement and listed on Schedule 10.1 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 10.3(a)(iv) , and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 10.3(a)(iv) ;

     (c) Liens for taxes, assessments, obligations under workers’ compensation or other social security legislation or other requirements, charges or levies of any Governmental Authority, in each case not yet overdue, or which are being contested in good faith by appropriate proceedings diligently conducted;

     (d) inchoate Liens and charges imposed by law and incidental to construction, maintenance, development or operation of properties, or the operation of business, in the ordinary course of business if payment of the obligation secured thereby is not yet overdue or if the validity or amount of which is being contested in good faith by the MLP, the Issuer or any of its Restricted Subsidiaries;

     (e) pledges and deposits to secure the performance of bids, tenders, trade or government contracts and leases (other than for Indebtedness), licenses, statutory

obligations, surety bonds, performance bonds, completion bonds and other obligations of a like kind, in each case incurred in the ordinary course of business;

     (f) easements, servitudes, rights-of-way and other rights, exceptions, reservations, conditions, limitations, covenants and other restrictions that do not materially interfere with the operation, value or use of the properties affected thereby;

     (g) any Lien on any asset (including a capital lease) securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof;

     (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(g) or appeal or surety bonds related to such judgments;

     (i) Liens existing on any property or asset of any Person that becomes a Restricted Subsidiary of the MLP or the Issuer after the date of this Agreement prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (ii) such Lien shall not apply to any other property or assets of the MLP, the Issuer or any Restricted Subsidiary, (iii) such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary and any renewals, extensions and modifications (but not increases) thereof;

     (j) conventional provisions contained in contracts or agreements affecting properties under which the Issuer, the MLP or a Restricted Subsidiary is required immediately before the expiration, termination or abandonment of a particular property to reassign to such Person’s predecessor in title all or a portion of such Person’s rights, titles and interests in and to all or a portion of such property;

     (k) any Lien consisting of (i) landlord’s liens under leases to which the MLP, the Issuer or any of its Restricted Subsidiaries is a party or other Liens on leased property reserved in leases thereof for rent or for compliance with the terms of such leases (other than Liens secur