SECURITIES PURCHASE AGREEMENT

Exhibit 10.3

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

EL PASO PIPELINE PARTNERS, L.P.,

EL PASO PIPELINE GP COMPANY, L.L.C.

AND

THE PURCHASERS

TABLE OF CONTENTS

SCHEDULES AND EXHIBITS

Exhibit A - Form of Registration Rights Agreement

Exhibit B - Form of Legal Opinion

SECURITIES PURCHASE AGREEMENT

     SECURITIES PURCHASE AGREEMENT, dated effective as of September 30, 2008 (this “ Agreement ”), by and among El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “ Partnership ”), each of the Purchasers listed in the signature pages attached hereto (each referred to herein as a “ Purchaser ” and collectively, the “ Purchasers ”), and, solely for purposes of Section 8.14 of this Agreement, El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company (the “ General Partner ”).

     WHEREAS, the Partnership desires to partially fund the acquisition of an incremental interest of 15 percent of Southern Natural Gas Company and 30 percent of Colorado Interstate Gas Company from El Paso Corporation and its Affiliates;

     WHEREAS, the Partnership desires to sell Restricted Units to each of the Purchasers in a private placement exempt from the registration requirements of the Securities Act, and the Purchasers desire to purchase such Restricted Units from the Partnership, each in accordance with the provisions of this Agreement; and

     WHEREAS, the Partnership has agreed to provide Purchasers with certain registration rights with respect to the Purchased Restricted Units acquired pursuant to this Agreement;

     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partnership and each of the Purchasers, severally and not jointly, hereby agree as follows:

ARTICLE I
DEFINITIONS

     Section 1.01 Definitions . As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

     “ Action ” against a Person means any lawsuit, action, proceeding, investigation or complaint before any Governmental Authority, mediator or arbitrator.

     “ Affiliate ” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

     “ Agreement ” shall have the meaning specified in the introductory paragraph.

     “ Basic Documents ” means, collectively, this Agreement, the Registration Rights Agreement and any and all other agreements or instruments executed and delivered by the

Parties on the date hereof or the Closing Date relating to the issuance and sale of the Restricted Units, or any amendments, supplements, continuations or modifications thereto.

     “ Business Day ” means any day other than a Saturday, Sunday, or a legal holiday for commercial banks in New York, New York.

     “ CIG ” means Colorado Interstate Gas Company, a Delaware general partnership.

     “ Closing ” shall have the meaning specified in Section 2.02 .

     “ Closing Date ” shall have the meaning specified in Section 2.02 .

     “ Commission ” means the United States Securities and Exchange Commission.

     “ Commitment Purchase Amount ” means with respect to each Purchaser, the dollar amount set forth opposite each Purchaser’s name under the heading “Commitment Purchase Amount.”

     “ Contribution Agreement ” means the Contribution and Exchange Agreement, dated September 17, 2008, by and among the Partnership, El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company and the general partner of the Partnership, El Paso Pipeline LP Holdings, L.L.C., El Paso Pipeline Partners Operating Company, L.L.C., 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. and EPPP CIG GP Holdings, L.L.C.

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

     “ El Paso GP LTIP ” means the El Paso Pipeline GP Company, L.L.C. Long-Term Incentive Plan, as amended from time to time.

     “ EPPP CIG ” means EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company.

     “ EPPP SNG ” means EPPP SNG GP Holdings, a Delaware limited liability company.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

     “ GAAP ” means generally accepted accounting principles in the United States of America in effect from time to time.

     “ General Partner ” has the meaning specified in the recitals of this Agreement.

     “ Governmental Authority ” shall include the country, state, county, city and political subdivisions in which any Person or such Person’s Property is located or which exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authorities that

exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, the Partnership, its Subsidiaries or any of their Property or any of the Purchasers.

     “ Indemnified Party ” shall have the meaning specified in Section 7.03 .

     “ Indemnifying Party ” shall have the meaning specified in Section 7.03 .

     “ Law ” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

     “ Lien ” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this Agreement, a Person shall be deemed to be the owner of any Property that it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

     “ Lock-Up Date ” means 90 days from the Closing Date.

     “ Knowledge of the Partnership ” means to the actual knowledge of James C. Yardley, John R. Sult, James J. Cleary, Daniel B. Martin or Norman G. Holmes, as Chairman or executive officers of the General Partner.

     “ NYSE ” means the New York Stock Exchange.

     “ Partnership ” shall have the meaning specified in the introductory paragraph.

     “ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 21, 2007.

     “ Partnership Material Adverse Effect ” means any material and adverse effect on (i) the assets, liabilities, financial condition, business, operations, prospects or affairs of the Partnership and its Subsidiaries, taken as a whole, measured against those assets, liabilities, financial condition, business, operations, prospects or affairs reflected in the SEC Documents filed with the Commission prior to the date hereof or from the facts represented or warranted by the Partnership in any Basic Document, (ii) the ability of the Partnership to meet its obligations under the Basic Documents, or (iii) the ability of the Partnership to consummate the transactions under any Basic Document on a timely basis. Notwithstanding the foregoing, a “Partnership Material Adverse Effect” shall not include any effect resulting or arising from: (a) any change in general economic conditions in the industries or markets in which the Partnership or its Subsidiaries operate that do not have a disproportionate impact on the Partnership or its Subsidiaries; (b) the outbreak or escalation of national or international political, diplomatic or military conditions, including any engagement in hostilities, whether or not pursuant to a

declaration of war, or the occurrence of any military or terrorist attack; or (c) changes in GAAP or other accounting principles.

     “ Partnership Related Parties ” shall have the meaning specified in Section 7.02 .

     “ Partnership Securities ” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights to an equity interest in the Partnership), including without limitation Units.

     “ Party ” or “ Parties ” means the Partnership and the Purchasers party to this Agreement, individually or collectively, as the case may be.

     “ Person ” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

     “ Private Placement Value ” shall have the meaning specified in Section 5.09 .

     “ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “ Purchaser ” and “ Purchasers ” shall have the meaning specified in the introductory paragraph.

     “ Purchaser Material Adverse Effect ” means, with respect to a particular Purchaser, any material and adverse effect on (a) the ability of a Purchaser to meet its obligations under the Basic Documents or (b) the ability of a Purchaser to consummate the transactions under any Basic Document on a timely basis.

     “ Purchaser Related Parties ” shall have the meaning specified in Section 7.01 .

     “ Registration Rights Agreement ” means the Registration Rights Agreement, substantially in the form attached to this Agreement as Exhibit A , to be entered into at the Closing, among the Partnership and the Purchasers.

     “ Representatives ” of any Person means the Affiliates, control persons, officers, directors, employees, agents, counsel, investment bankers and other representatives of such Person.

     “ Restricted Units ” means the Units to be issued and sold to the Purchasers pursuant to this Agreement.

     “ SEC Documents ” shall have the meaning specified in Section 3.03 .

     “ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

     “ Short Sale ” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and

forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

     “ SNG ” means Southern Natural Gas Company, a Delaware general partnership.

     “ Subordinated Unit ” means a Partnership Security representing a fractional part of the partnership interests of all limited partners of the Partnership and having the rights and obligations specified with respect to subordinated units in the Partnership Agreement. The term “Subordinated Unit” does not include a Unit. A Subordinated Unit that is convertible into a Unit shall not constitute a Unit until such conversion occurs.

     “ Subsidiary ” means, as to any Person, any corporation or other entity of which (i) such Person or a Subsidiary of such Person is a general partner or managing member, (ii) at least a majority of the outstanding equity interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes; provided, none of CIG, SNG or any of their respective Subsidiaries shall be a “Subsidiary” of the Partnership or any of its Subsidiaries for the purposes of this Agreement.

     “ Taxes ” means any tax, charge, levy, penalty or other assessment imposed by any U.S. federal, state, local or foreign taxing authority, including any excise, property, income, sales, transfer, franchise, payroll, withholding, social security or other tax, including any interest, penalties or additions attributable thereto.

     “ Tax Return ” means any return, report, information return, declaration, claim for refund or other document (including any related or supporting information) supplied or required to be supplied with respect to any Taxes and including any supplement or amendment thereof.

     “ Unit ” means a common unit of the Partnership representing limited partner interests therein.

     “ Unit Purchase Price ” shall have the meaning specified in Section 2.01(c) .

     “ Unitholders ” means the Unitholders of the Partnership (within the meaning of the Partnership Agreement).

     “ 8-K Filing ” shall have the meaning specified in Section 5.10 .

     Section 1.02 Accounting Procedures and Interpretation . Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchasers under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material

respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II
SALE AND PURCHASE

     Section 2.01 Sale and Purchase .

     (a) Sale and Purchase . Subject to the terms and conditions of this Agreement, at the Closing, the Partnership hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from the Partnership, the number of Restricted Units determined pursuant to paragraph (b) below of this Section 2.01 , and each Purchaser agrees to pay the Partnership the Unit Purchase Price for each Restricted Unit, in each case, as set forth in paragraph (c) below of this Section 2.01 . The obligation of each Purchaser under this Agreement is independent of the obligation of each other Purchaser, and the failure or waiver of performance with respect to any Purchaser does not excuse performance by any other Purchaser.

     (b) Units . The number of Restricted Units to be issued and sold to each Purchaser shall be the number of Restricted Units listed under the name of such Purchaser on the attached signature pages.

     (c) Consideration . The amount per Restricted Unit each Purchaser will pay to the Partnership to purchase the Restricted Units (the “ Unit Purchase Price ”) shall be $17.182.

     Section 2.02 Closing . Subject to the terms and conditions of this Agreement, the execution and delivery of the Basic Documents (other than this Agreement), delivery of certificates representing the Restricted Units and execution and delivery of all other instruments, agreements, and other documents required (which certificates representing the Restricted Units may be delivered within seven (7) Business Days of the Closing Date) by this Agreement (the “ Closing ”) shall take place on September 30, 2008, or such other date as shall be agreeable to the Parties (the “ Closing Date ”). The Closing shall take place at the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002. At the Closing, subject to the terms and conditions of this Agreement, each of the Partnership and the Purchasers shall deliver, or cause to be delivered, the items set forth in Article VI .

     Section 2.03 Independent Nature of Purchasers’ Obligations and Rights . The respective obligations of each Purchaser under any Basic Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Basic Document. The failure or waiver of performance under any Basic Document by any Purchaser, or on its behalf, does not excuse performance by any other Purchaser. Nothing contained herein or in any other Basic Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group for purposes of Section 13(d) of the Exchange Act with respect to such obligations or the

transactions contemplated by any Basic Document. Each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the other Basic Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

     The Partnership represents and warrants to the Purchasers, on and as of the date of this Agreement and on and as of the Closing Date, as follows:

     Section 3.01 Existence of the Partnership and its Subsidiaries .

     (a) The Partnership: (i) is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware; (ii) has all requisite limited partnership power and authority, and has all governmental licenses, authorizations, consents and approvals, necessary to own, lease, use and operate its Properties and carry on its business as its business is now being conducted as described in the SEC Documents, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to have a Partnership Material Adverse Effect; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualifications necessary, except where failure so to qualify would not reasonably be expected to have a Partnership Material Adverse Effect. The Partnership is not in violation of its certificate of limited partnership or the Partnership Agreement.

     (b) The General Partner has been duly formed and is validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own, lease, use or operate its Properties and carry on its business as now being conducted and as described in the SEC Documents, except where the failure to obtain such licenses, authorizations, consents and approvals would not be reasonably likely to have a Partnership Material Adverse Effect.

     Section 3.02 Restricted Units, Capitalization and Valid Issuance .

     (a) The Restricted Units shall have those rights, preferences, privileges and restrictions governing the Units as set forth in the Partnership Agreement. A true and correct copy of the Partnership Agreement has been filed by the Partnership with the Commission.

     (b) As of the date of this Agreement, the issued and outstanding limited partner interests of the Partnership consist of 57,196,211 Units, 27,727,411 Subordinated Units and the Incentive Distribution Rights (as defined in the Partnership Agreement) and the only issued and outstanding general partner interest is the General Partner’s 2% general partner interest. All of the outstanding Units, Subordinated Units and Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law under the Delaware LP Act and the Partnership Agreement and are fully

paid (to the extent required under applicable Law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

     (c) Other than the El Paso GP LTIP, the Partnership has no equity compensation plans that contemplate the issuance of Units (or securities convertible into or exchangeable for Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Unitholders may vote is issued or outstanding. Except (i) as have been granted pursuant to El Paso GP LTIP, (ii) as contemplated by this Agreement, (iii) as contemplated by the Contribution Agreement or (iv) as are contained in the Partnership Agreement, there are no outstanding or authorized (A) options, warrants, preemptive rights, subscriptions, calls, convertible or exchangeable securities or other rights, agreements, claims or commitments of any character obligating the Partnership or any of its Subsidiaries to issue, transfer or sell any limited partner interests or other equity interests in, the Partnership or securities convertible into or exchangeable for such limited partner interests or other equity interests, (B) obligations of the Partnership to repurchase, redeem or otherwise acquire any limited partner interests or other equity interests of the Partnership or any of its Subsidiaries or any such securities or agreements listed in clause (A) of this sentence or (C) voting trusts or similar agreements to which the Partnership or any of its Subsidiaries is a party with respect to the voting of the equity interests of the Partnership. Neither the execution of this Agreement nor the issuance of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Partnership, other than pursuant to the Registration Rights Agreement.

     (d) (i) All of the issued and outstanding equity interests of each of the Partnership’s Subsidiaries are owned, directly or indirectly, by the Partnership free and clear of any Liens (except for such restrictions as may exist under applicable Law, the organizational documents of such Subsidiaries), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required by applicable Law and the organizational documents of such Subsidiaries) and non-assessable (except as nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act and Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, or the organizational documents of such Subsidiaries) and (ii) except as disclosed in the Partnership’s SEC Documents, neither the Partnership nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person other than such Subsidiaries, CIG and SNG.

     (e) After giving effect to the transactions contemplated by the Contribution Agreement, EPPP CIG will directly own a 40% general partnership interest in CIG and EPPP SNG will directly own a 25% general partnership interest in SNG and all such general partnership interests will have been duly authorized and validly issued.

     (f) The offer and sale of the Restricted Units and the limited partner interests represented thereby have been duly authorized by the Partnership pursuant to the

Partnership Agreement and, when issued and delivered to the Purchasers against payment therefore in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by applicable Law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement and under applicable state and federal securities Laws and other than such Liens as are created by the Purchasers.

     (g) The Restricted Units will be issued in compliance with all applicable rules of the NYSE. Prior to the Closing Date, the Partnership will submit to the NYSE a Supplemental Listing Application with respect to the Restricted Units. The Partnership’s currently outstanding Units are quoted on the NYSE and the Partnership has not received any notice of delisting.

     (h) None of the execution of this Agreement, the offering or sale of the Restricted Units or the registration of the Units pursuant to the Registration Rights Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership other than pursuant to the Registration Rights Agreement and those rights granted to the General Partner or any of its Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement.

     Section 3.03 SEC Documents . The Partnership has filed with the Commission all reports, schedules and statements required to be filed by it under the Exchange Act since the consummation of its initial public offering (all such documents filed on or prior to the date of this Agreement, but specifically excluding any documents “furnished,” collectively, the “ SEC Documents ”). The SEC Documents, including any Partnership audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (except to the extent corrected by a subsequently filed SEC Document filed prior to the date of this Agreement) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with applicable requirements of the Exchange Act and the applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and (iv) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Partnership as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Ernst & Young LLP is an independent registered public accounting firm with respect to the Partnership and has not resigned or been dismissed as an independent registered public accountant of the Partnership as a result of or in connection with any disagreement with the Partnership on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

     Section 3.04 No Material Adverse Change . Except as set forth in or contemplated by the SEC Documents filed with the Commission since June 30, 2008, the Partnership and its Subsidiaries have conducted their business in the ordinary course, consistent with past practice, and there has been no (i) change that has had or would reasonably be expected to have a Partnership Material Adverse Effect, (ii) acquisition or disposition of any material asset by the Partnership or any of its Subsidiaries or any contract or arrangement therefore, otherwise than for fair value in the ordinary course of business, (iii) material change in the Partnership’s accounting principles, practices or methods or (iv) incurrence of material indebtedness.

     Section 3.05 Litigation . Except as set forth in the SEC Documents, there is no Action pending or, to the Knowledge of the Partnership, contemplated or threatened against the Partnership or any of its Subsidiaries or any of their respective officers (in their capacity as such), directors (in their capacity as such) or Properties, (a) which (individually or in the aggregate) reasonably would be expected to have a Partnership Material Adverse Effect or which challenges the validity of any of the Basic Documents or the right of the Partnership to enter into any of the Basic Documents or to consummate the transactions contemplated hereby and thereby or (b) which would reasonably be expected to adversely affect or restrict the Partnership’s ability to consummate the transactions contemplated by the Basic Documents.

     Section 3.06 No Breach . The execution, delivery and performance by the Partnership of the Basic Documents to which it is a party and all other agreements and instruments to be executed and delivered by the Partnership pursuant hereto or thereto or in connection herewith and therewith, and compliance by the Partnership with the terms and provisions hereof and thereof, do not and will not (a) violate any provision of any Law, governmental permit, determination or award having applicability to the Partnership or any of its Subsidiaries or any of their respective Properties, (b) conflict with or result in a violation of any provision of the organizational documents of the Partnership or any of its Subsidiaries, (c) require any consent, approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, license, loan or credit agreement or other instrument, obligation or agreement to which the Partnership or any of its Subsidiaries is a party or by which the Partnership or any of its Subsidiaries or any of their respective Properties may be bound or (d) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Partnership or any of its Subsidiaries, except in the cases of clauses (a), (c) and (d) where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing provisions of this Section 3.06 would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect.

     Section 3.07 Authority . The Partnership has all necessary limited partnership power and authority to execute, deliver and perform its obligations under the Basic Documents to which it is a party and to consummate the transactions contemplated thereby; the execution, delivery and performance by the Partnership of the Basic Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on its part; and the Basic Documents will constitute the legal, valid and binding obligations of Partnership, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws

affecting creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith. No approval from the holders of outstanding Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and sale of the Restricted Units to the Purchasers.

     Section 3.08 Approvals . Except as required by the Commission in connection with the Partnership’s obligations under the Registration Rights Agreement, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Partnership of any of the Basic Documents to which it is a party or the Partnership’s issuance and sale of the Restricted Units, except (i) as may be required under the state securities or “Blue Sky” Laws, or (ii) where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect.

     Section 3.09 MLP Status . The Partnership has, for each taxable year beginning on or after the closing of its initial public offering, met the gross income requirements of Section 7704(c)(2) of the Internal Revenue Code of 1986, as amended.

     Section 3.10 Investment Company Status . The Partnership is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     Section 3.11 Valid Private Placement . Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement, the sale and issuance of the Restricted Units pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither the Partnership nor, to the Knowledge of the Partnership, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

     Section 3.12 Certain Fees . No fees or commissions are or will be payable by the Partnership to brokers, finders, or investment bankers with respect to the sale of any of the Restricted Units or the consummation of the transactions contemplated by this Agreement.

     Section 3.13 No Side Agreements . Except for the Registration Rights Agreement, there are no other agreements by, among or between the Partnership or its Affiliates, on the one hand, and any of the Purchasers or their Affiliates, on the other hand, with respect to the transactions contemplated hereby nor promises or inducements for future transactions between or among any of such parties.

     Section 3.14 Form S-3 Eligibility . In December 2008, the Partnership is expected to be eligible to register the Restricted Units for resale by the Purchasers on a registration statement on Form S-3 under the Securities Act.

     Section 3.15 Taxes . The Partnership has filed all Tax Returns required to be filed. To the Knowledge of the Partnership, such Tax Returns are true, correct and complete in all material respects. The Partnership has paid in full all Taxes shown to be due on such Tax Returns. The

Partnership has not received any written notice of deficiency or assessment from any taxing authority with respect to liabilities for any material Taxes, which have not been fully paid or finally settled, unless being contested in good faith through appropriate proceedings and for which adequate reserves are presented in the Partnership’s financial statements included in the SEC Documents.

     Section 3.16 Acknowledgment Regarding Purchase of Restricted Units . The Partnership acknowledges and agrees that (i)