UNDERWRITING AGREEMENT

EXHIBIT 1.1

EXECUTION VERSION

EL PASO PIPELINE PARTNERS, L.P.

11,000,000 COMMON UNITS

REPRESENTING LIMITED PARTNER INTERESTS

UNDERWRITING AGREEMENT

June 9, 2009

June 9, 2009

Morgan Stanley & Co. Incorporated
Barclays Capital Inc.
Citigroup Global Markets Inc.
UBS Securities LLC

c/o Morgan Stanley & Co. Incorporated

1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

     El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “ Partnership ”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “ Underwriters ”) the number of common units representing limited partner interests set forth in Schedule I hereto (the “ Firm Units ”). The Partnership also proposes to issue and sell to the several Underwriters not more than the number of additional common units set forth in Schedule I hereto (the “ Additional Units ”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such common units granted to the Underwriters in Section 2 hereof. The Firm Units and the Additional Units are hereinafter collectively referred to as the “ Units .” The common units representing limited partner interests of the Partnership to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “ Common Units .”

     The Partnership and El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company (“ MLP GP ”) are hereinafter collectively referred to as the “ Partnership Parties .”

     El Paso Pipeline Partners Operating Company, L.L.C., a Delaware limited liability company (“ OLLC ”), WIC Holdings Company, L.L.C., a Delaware limited liability company (“ WIC Holdings ”), El Paso Wyoming Gas Supply Company, L.L.C., a Delaware limited liability company (“ EP WGSC ”), Wyoming Interstate Company, Ltd., a Colorado limited partnership (“ WIC ”), EPPP SNG GP Holdings, L.L.C., a Delaware limited liability company (“ EPPP SNG ”) and EPPP CIG GP Holdings, L.L.C., a Delaware limited liability company (“ EPPP CIG ”) are hereinafter collectively referred to as the “ Subsidiaries. ”

     Southern Natural Gas Company, a Delaware general partnership (“ SNG ”), Southern Gas Storage Company, L.L.C., a Delaware limited liability company

(“ SGSC ”), Bear Creek Storage Company, a Louisiana joint venture (“ Bear Creek ”), SNG Finance Company, L.L.C., a Delaware limited liability company (“ SNG Finance ”), SNG Funding Company, L.L.C., a Delaware limited liability company (“ SNG Funding ”), Southern Natural Issuing Corporation, a Delaware corporation (“ SNG Issuing ”), Colorado Interstate Gas Company, a Delaware general partnership (“ CIG ”), WYCO Holding Company, L.L.C., a Delaware limited liability company (“ WYCO Holding ”), WYCO Development LLC, a Colorado limited liability company (“ WYCO Development ”), CIG Finance Company, L.L.C., a Delaware limited liability company (“ CIG Finance ”), CIG Funding Company, L.L.C., a Delaware limited liability company (“ CIG Funding ”) and Colorado Interstate Issuing Corporation, a Delaware corporation (“ CIG Issuing ”) are hereinafter collectively referred to as the “ Unconsolidated Affiliates. ”

     The Partnership Parties, the Unconsolidated Affiliates and the Subsidiaries are hereinafter collectively referred to as the “ Partnership Entities .”

     The Partnership Entities, El Paso Pipeline Holding Company, L.L.C., a Delaware limited liability company (“ El Paso LLC ”), El Paso Pipeline LP Holdings, L.L.C., a Delaware limited liability company (“ Holdings ”) and El Paso Corporation, a Delaware corporation (“ El Paso ”) are hereinafter collectively referred to as the “ El Paso Entities .”

     The Partnership has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement (File No. 333-156978), including a prospectus, on Form S-3 relating to the securities (the “ Shelf Securities ”), including the Units, to be issued from time to time by the Partnership. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933 (the “ Securities Act ”), is hereinafter referred to as the “ Registration Statement, ” and the related prospectus covering the Shelf Securities dated March 24, 2009 in the form first used to confirm sales of the Units (or in the form first made available to the Underwriters by the Partnership to meet requests of purchasers pursuant to Rule 173 under Securities Act) is hereinafter referred to as the “ Basic Prospectus. ” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Units in the form first used to confirm sales of the Units (or in the form first made available to the Underwriters by the Partnership to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “ Prospectus, ” and the term “ preliminary prospectus ” means any preliminary form of the Prospectus. For purposes of this Agreement, “ Issuer Free Writing Prospectus ” means each “free writing prospectus” (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Units and “ broadly available road show ”

means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person.

     At or prior to the time when sales of the Units were first made (the “ Time of Sale ”), the Partnership had prepared the following information (collectively, the “ Time of Sale Prospectus ”): the preliminary prospectus together with the free writing prospectuses, if any, each identified in Schedule I hereto.

     As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus,” “Basic Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “ supplement , ” “ amendment ” and “ amend ” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus or any free writing prospectus shall include all documents subsequently filed by the Partnership with the Commission pursuant to the Securities Exchange Act of 1934 (the “ Exchange Act ”), that are deemed to be incorporated by reference therein.

     1.  Representations and Warranties . The Partnership Parties, jointly and severally, represent and warrant to and agree with each of the Underwriters that:

     (a) Registration Statement . (i) The Registration Statement has been declared effective under the Securities Act; (ii) no stop order of the Commission preventing or suspending the use of any preliminary prospectus or the effectiveness of the Registration Statement has been issued and no proceedings for such purpose have been instituted or, to the Partnership’s knowledge, are threatened by the Commission; (iii) the Registration Statement complied when it became effective, complies and will comply, at the Closing Date (as defined in Section 4) and any Optional Closing Date (as defined in Section 4), in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (the “ Rules and Regulations ”); (iv) each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and Rules and Regulations; (v) the Prospectus will comply, as of its date and at the Closing and any Optional Closing Date, in all material respects with the requirements of the Securities Act and the Rules and Regulations; (vi) each document filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the Rules and Regulations; (vii) any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been and will be so described or filed; (viii) the Registration Statement did not when it became effective, does not and will not, at the Closing Date and any Optional Closing

Date contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ix) the Time of Sale Prospectus does not and will not, at the Time of Sale when the Prospectus is not yet available to prospective purchasers, at the Closing Date and any Optional Closing Date, the Time of Sale Prospectus as then amended or supplemented by the Partnership, if applicable, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made; (x) each Issuer Free Writing Prospectus, when considered together with the Time of Sale Prospectus at the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which they were made; and (xi) the Prospectus will not, as of its date and at the Closing Date and any Optional Closing, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Partnership makes no representation or warranty with respect to any statement contained in any preliminary prospectus, the Registration Statement, the Time of Sale Prospectus, the Prospectus, any free writing prospectus or any broadly available road show materials in reliance upon and in conformity with information furnished in writing by or on behalf of an Underwriter through you to the Partnership expressly for use in such preliminary prospectus, the Registration Statement, the Time of Sale Prospectus or the Prospectus.

     (b)  Issuer Free Writing Prospectuses Conform to the Requirements of the Securities Act. The Partnership is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Partnership has complied with all prospectus delivery requirements, any filing requirements and any record keeping requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Managers. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed with the Commission pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that any “road show” (as defined in Rule 433 of the Rules and Regulations) in connection with the offering of the Units will not be required to be filed pursuant to the Rules and Regulations. No Issuer Free Writing Prospectus includes any information that conflicts with the information contained in the Time of Sale Prospectus as of the Time of Sale.

     (c)  Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Prospectus at the time they were or hereafter are filed with the Commission complied and will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the Rules and Regulations.

     (d)  Formation and Qualification. Each of the Partnership Entities has been duly formed or incorporated, as the case may be, is validly existing and is in good standing under the laws of its respective jurisdiction of formation or incorporation, as applicable, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged and, in the case of MLP GP, to act as the general partner of the Partnership, in each case in all material respects as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Each of the Partnership Entities is duly registered or qualified to do business in and is in good standing as a foreign limited partnership, general partnership, limited liability company or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered could not, individually or in the aggregate, have a material adverse effect on the financial condition, securityholders’ equity, results of operations, properties, business or prospects of the Partnership Entities taken as a whole (a “ Material Adverse Effect ”), or subject the limited partners of the Partnership to any material liability or disability.

     (e)  Ownership of El Paso LLC. El Paso directly owns 99% of the issued and outstanding limited liability company interests in El Paso LLC and indirectly, through a wholly-owned subsidiary, owns 1% of the issued and outstanding limited liability company interests in El Paso LLC; such limited liability company interests are duly authorized and validly issued in accordance with El Paso LLC’s LLC agreement (the “ El Paso LLC LLC Agreement ”) and fully paid (to the extent required by the El Paso LLC LLC Agreement) and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”)); and El Paso will own such limited liability company interests free and clear of all liens, encumbrances, security interests, charges or claims (“ Liens ”), other than restrictions on transfers arising under applicable securities laws or the El Paso LLC LLC Agreement.

     (f) Ownership of MLP GP. El Paso LLC owns 100% of the issued and outstanding limited liability company interests in MLP GP; such limited liability company interests is duly authorized and validly issued in accordance with MLP GP’s LLC agreement the (“ MLP GP LLC Agreement ”) and fully paid (to the extent required by the MLP GP LLC Agreement) and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804

of the Delaware Limited Liability Company Act); and El Paso LLC owns such limited liability company interests free and clear of all Liens, other than restrictions on transfers arising under applicable securities laws or the MLP GP LLC Agreement.

     (g)  Ownership of the General Partner Interest in the Partnership. MLP GP is the sole general partner of the Partnership with a 2.0% general partner interest in the Partnership; such general partner interest is duly authorized and validly issued in accordance with the Partnership Agreement; and MLP GP owns such general partner interest free and clear of all Liens, other than restrictions on transfers arising under applicable securities laws or the Partnership Agreement.

     (h)  Ownership of Holdings. El Paso LLC owns 100% of the issued and outstanding limited liability company interests in Holdings; such limited liability company interests are duly authorized and validly issued in accordance with the Holdings Limited Liability Company Agreement (the “ Holdings LLC Agreement ”) and fully paid (to the extent required by the Holdings LLC Agreement) and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and El Paso LLC owns such limited liability company interests free and clear of all Liens, other than restrictions on transfers arising under applicable securities laws or the Holdings LLC Agreement.

     (i)  Ownership of the El Paso Units and the Incentive Distribution Rights. Holdings owns 55,326,397 Common Units (the “ El Paso Common Units ”) and 27,727,411 subordinated units (as defined in the Partnership Agreement, the “ Subordinated Units ” and, together with the El Paso Common Units, the “ El Paso Units ”) and MLP GP owns 100% of the Incentive Distribution Rights; the El Paso Units and the Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”)); and Holdings owns the El Paso Units and MLP GP owns the Incentive Distribution Rights, in each case free and clear of all Liens, other than restrictions on transfers arising under applicable securities laws or the Partnership Agreement and other than the Lock-Up Agreement referred to in Section 6(j).

     (j) Valid Issuance of the Units . The Units and the limited partner interests represented thereby, are duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with this Agreement, will be duly and validly issued, fully paid (to the extent required under the Partnership Agreement)

and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act).

     (k)  Capitalization . After giving effect to the offering of the Firm Units as contemplated by this Agreement and the concurrent capital contribution to the Partnership by MLP GP, there will be 2,524,354 General Partner Units issued and outstanding, the issued and outstanding Units of the Partnership will consist of 95,965,923 Common Units and 27,727,411 Subordinated Units.

     (l)  Ownership of OLLC. The Partnership owns 100% of the issued and outstanding limited liability company interests in OLLC; such limited liability company interests have been duly authorized and validly issued in accordance with the OLLC Limited Liability Company Agreement and are fully paid (to the extent required under the OLLC Limited Liability Company Agreement) and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such limited liability company interests free and clear of all Liens (except for restrictions on transfer arising under applicable securities laws or the OLLC Limited Liability Company Agreement, or described in the Time of Sale Prospectus, including under the Credit Facility).

     (m)  Ownership of the Subsidiaries. All of the equity interests in each of the Subsidiaries and Unconsolidated Affiliates are owned as set forth on Exhibit A hereto; all of such equity interests are duly and validly authorized and issued in accordance with the general partnership, limited partnership or limited liability company agreements of each such Subsidiaries and Unconsolidated Affiliates (the “ Organizational Agreements ”), are fully paid (to the extent required by the Organizational Agreements) and nonassessable (except as such nonassessability may be affected by (i) Sections 18-607 and 18-804 of the Delaware LLC Act, (ii) Sections 17-607 and 17-804 of the Delaware LP Act or (iii) Sections 15-309 and 15-807 of the Delaware Revised Uniform Partnership Act (the “ Delaware GP Act ”) or, in the case of the general partner interests in SNG and CIG, as set forth in the partnership agreement of SNG and CIG, respectively); and such equity interests are owned as set forth on Exhibit A free and clear of all Liens (except for restrictions on transfer arising under applicable Organizational Agreements or described in the Time of Sale Prospectus, including under the Credit Facility).

     (n)  No Other Subsidiaries . Other than its direct or indirect ownership interests in the Subsidiaries and the Unconsolidated Affiliates and the 10% non-economic voting interest in Elba Express Company, LLC, the Partnership does not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity, other than notes receivable held by CIG and SNG under the El Paso cash management program and a note receivable from El Paso.

     (o)  No Preemptive Rights, Registration Rights or Options. Except as identified in the Time of Sale Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in of any of the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of any of the Partnership Entities. Except for such rights that have been waived or complied with, none of the filing of the Registration Statement, the consummation of the transactions contemplated by this Agreement, nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of any of the Partnership Entities.

     (p)  Authority and Authorization. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement and the Time of Sale Prospectus. Each of MLP GP and the Partnership has all requisite right, power and authority to execute and deliver this Agreement and to perform its respective obligations thereunder. All corporate, partnership and limited liability company action, as the case may be, required to be taken by Partnership Entities or any of their security holders, members or partners for the authorization, issuance, sale and delivery of the Units and the consummation of the transactions contemplated by this Agreement shall have been validly taken.

     (q)  Authorization, Execution and Delivery of this Agreement . This Agreement has been duly authorized and validly executed and delivered by each of MLP GP and the Partnership.

     (r) No Conflicts . None of (i) the offering, issuance and sale by the Partnership of the Units and the application of the proceeds from the sale of the Units as described under “Use of Proceeds” in Time of Sale Prospectus, (ii) the execution, delivery and performance of this Agreement by the Partnership Entities party hereto or (iii) the consummation of the transactions contemplated hereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the partnership agreement, limited liability company agreement, certificate of formation or conversion, certificate or articles of incorporation, bylaws or other constituent document of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental agency or body directed to any of the Partnership Entities or any of their properties in a proceeding to which any

of them or their property is a party or (D) results or will result in the creation or imposition of any Lien upon any property or assets of any of the Partnership Entities (other than Liens created pursuant to the Credit Facility), which conflicts, breaches, violations, defaults or Liens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate have a Material Adverse Effect or materially impair the ability of the Partnership Entities to perform their obligations under this Agreement.

     (s)  No Consents . No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body having jurisdiction over any of the Partnership Entities is required in connection with (i) the offering, issuance or sale by the Partnership of the Units, (ii) the application of the proceeds therefrom as described under “Use of Proceeds” in the Time of Sale Prospectus, (iii) the execution and delivery of this Agreement by the Partnership Entities party hereto and consummation by such Partnership Entities of the transactions contemplated hereby, except for (A) such permits, consents, approvals and similar authorizations as may be required under the Securities Act or the Exchange Act and (B) for such consents that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Partnership Entities to consummate the transactions provided for in this Agreement.

     (t)  No Defaults . None of the Partnership Entities (i) is in violation of its certificate of limited partnership, agreement of limited partnership, limited liability company agreement, certificate of incorporation or bylaws or other organizational documents, (ii) is in violation of any law, statute, ordinance, administrative or governmental rule or regulation applicable to it or of any decree of any court or governmental agency or body having jurisdiction over it, or (iii) is in breach, default (or an event which, with notice or lapse of time or both, would constitute such an event) or violation in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which it is a party or by which it or any of its properties may be bound, which breach, default or violation, in the case of clauses (ii) or (iii), would, individually or in the aggregate, have a Material Adverse Effect or materially impair the ability of the Partnership Entities to consummate the transactions provided for in this Agreement.

     (u)  Conformity of Units to Description in the Time of Sale Prospectus and Prospectus . The Units, when issued and delivered in accordance with the terms of the Partnership Agreement and this Agreement against payment therefor as provided therein and herein, will conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

     (v)  No Material Adverse Change . None of the Partnership Entities has sustained, since the date of the latest audited financial statements included in the Time of Sale Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and since such date, there has not been any change in the capitalization or increase in the long-term debt of any of the Partnership Entities or any adverse change in or affecting the condition (financial or otherwise), results of operations, securityholders’ equity, properties, management, prospects or business of the Partnership Entities, taken as a whole, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (w)  Conduct of Business . Except as disclosed in or contemplated by the Registration Statement and Time of Sale Prospectus, since the date as of which information is given in the Time of Sale Prospectus, none of the Partnership Entities has (i) incurred any liability or obligation, direct or contingent, that, individually or in the aggregate, is material to the Partnership Entities taken as a whole, other than liabilities and obligations that were incurred in the ordinary course of business, (ii) entered into any transaction not in the ordinary course of business that, individually or in the aggregate, is material to the Partnership Entities taken as a whole, or (iii) declared, paid or made any dividend or distribution on any class of security.

     (x)  Financial Statements . The historical financial statements (including the related notes and supporting schedules) included in the Registration Statement and Time of Sale Prospectus (i) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act, (ii) present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby on the basis shown therein at the dates or for the periods indicated, and (iii) have been prepared in accordance with accounting principles generally accepted in the United States consistently applied throughout the periods involved except for changes in accounting principles as described therein. The summary historical financial data included in the Time of Sale Prospectus under the captions “Summary—Summary Historical Financial Data” and “Summary—Results of Operations” are fairly presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements from which they have been derived.

     (y)  Statistical and Market-Related Data . The statistical and market-related data included in the Time of Sale Prospectus are based on or derived from sources that the Partnership Entities believe to be reliable and accurate in all material respects.

     (z)  Independent Registered Public Accounting Firm . Ernst & Young LLP, who has audited the audited financial statements contained in the Registration Statement and the Time of Sale Prospectus, whose report appears in the Time of Sale Prospectus and the Prospectus and who has delivered the initial letter referred to in Section 5(e) hereof, is, and was during the periods covered by the financial statements covered by such reports, an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States) (the “ PCAOB ”).

     (aa)  Title to Properties . Each Partnership Entity has good and indefeasible title to all its interests in real property, other than real property held under lease, subject to recordation of individual conveyances and assignments, and good title to all its personal property (excluding easements or rights-of-way), in each case free and clear of all Liens except (i) as described, and subject to the limitations contained, in the Time of Sale Prospectus, (ii) for Liens that arise under the Credit Facility, or (iii) such as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the Registration Statement or the Time of Sale Prospectus; and all assets held under lease by the Partnership Entities are held by them under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made and proposed to be made of such assets by the Partnership Entities.

     (bb)  Rights-of-Way . Each of the Partnership Entities has such consents, easements, rights-of-way or licenses from any person (collectively, “ rights-of-way ”) as are necessary to conduct its business in the manner described in and subject to the limitations contained in the Time of Sale Prospectus, except for (i) qualifications, reservations and encumbrances that would not have, individually or in the aggregate, a Material Adverse Effect, and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained in the Time of Sale Prospectus, at the Time of Sale, each Partnership Entity has fulfilled and performed all its material obligations with respect to such rights-of-way required to be fulfilled or performed and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and except as described in the Time of Sale Prospectus, and none of such rights-of-way will contain any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

     (cc) Permits . Each of the Partnership Entities has such permits, consents, licenses, franchises, certificates and authorizations of governmental or regulatory authorities (“ permits ”) as are necessary to own or lease its properties

and to conduct its business in the manner described in the Time of Sale Prospectus, subject to such qualifications as may be set forth in the Time of Sale Prospectus and except for such permits, consents, franchises, certificates and authorizations which if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has fulfilled and performed in all material respects all its obligations with respect to such permits in the manner described, and subject to the limitations contained in the Time of Sale Prospectus, and to the knowledge of the Partnership Entities no event has occurred that would prevent the permits from being renewed or reissued or that allows, or after notice or lapse of time would allow, revocation or termination thereof or results or would result in any impairment of the rights of the holder of any such permit. None of the Partnership Entities has received written notification of any revocation or modification of any such permit.

     (dd)  Environmental Compliance . Except as described in the Time of Sale Prospectus or for which adequate reserves have been established in accordance with generally accepted accounting principles, each of the Partnership Entities, with respect to the assets owned or leased by the Partnership Entities at the Time of Sale, (i) is, and at all times prior hereto was, in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety and the environment or imposing liability or standards of conduct concerning any Hazardous Materials (as defined below) (“ Environmental Laws ”), (ii) has received all permits required of them under applicable Environmental Laws to conduct their respective businesses, (iii) is in compliance with all terms and conditions of any such permits and (iv) has not received written notice, or to the knowledge of the Partnership Entities, oral notification of any actual or alleged violation of Environmental Law, except where such noncompliance with Environmental Laws, failure to receive required permits, failure to comply with the terms and conditions of such permits could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any other Environmental Law.

     (ee) Insurance . The Partnership Entities carry or are entitled to the benefits of insurance relating to the assets owned or leased by the Partnership Entities at the Time of Sale in such amounts and covering such risks as is commercially reasonable, and all insurance is in full force and effect. None of the Partnership Entities believe that they will not be able (i) to renew their existing insurance coverage relating to the assets owned or leased by the Partnership

Entities at the Time of Sale as and when such policies expire or (ii) to obtain comparable coverage relating to the assets owned or leased by the Partnership Entities at the Time of Sale from similar institutions as may be necessary or appropriate to conduct such business as now conducted and at a cost that would not reasonably be expected to have a Material Adverse Effect.

     (ff)  Litigation. Except as described in the Time of Sale Prospectus, there is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of any of the Partnership Entities, threatened, to which any of the Partnership Entities is or may be a party or to which the business or property of any of the Partnership Entities is or may be subject, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency and (iii) no injunction, restraining order or order of any nature issued by a federal or state court or foreign court of competent jurisdiction to which any of the Partnership Entities is or may be subject, that, in the case of clauses (i), (ii) and (iii) above, is reasonably expected to (A) individually or in the aggregate be expected to have a Material Adverse Effect, (B) prevent or result in the suspension of the offering and issuance of the Units, or (C) in any manner draw into question the validity of this Agreement.

     (gg)  Related Party Transactions . No relationship, direct or indirect, exists between or among the El Paso Entities on the one hand, and the directors, officers, partners, customers or suppliers of MLP GP and its affiliates (other than the Partnership Entities) on the other hand, which is required to be described in the Time of Sale Prospectus or the Prospectus and which is not so described.

     (hh)  No Labor Disputes . No labor dispute with the employees that are engaged in the business of the Partnership Entities exists or, to the knowledge of the Partnership Entities, is imminent or threatened. None of the Partnership Entities is in v