Exhibit
10.1
CONTRIBUTION,
CONVEYANCE
AND ASSUMPTION
AGREEMENT
BY AND
AMONG
EL PASO
PIPELINE PARTNERS, L.P.
EL PASO NORIC
INVESTMENTS III, L.L.C.
EPPP CIG GP
HOLDINGS, L.L.C.
EL PASO
PIPELINE PARTNERS OPERATING COMPANY, L.L.C.
COLORADO
INTERSTATE GAS COMPANY
AND
EL PASO
CORPORATION
July 24,
2009
TABLE OF
CONTENTS
ARTICLE 1
DEFINITIONS
ARTICLE 2
CONTRIBUTIONS,
ACKNOWLEDGMENTS AND DISTRIBUTIONS
|
Section
|
2.1
|
Contribution by
EP Noric of Subject Interest to the
Partnership
|
3
|
|
Section
|
2.2
|
Payment of the
Consideration
|
3
|
|
Section
|
2.3
|
Contribution by
the Partnership of the Subject Interest to the Operating
Company
|
3
|
|
Section
|
2.4
|
Contribution by
the Operating Company of the Subject Interest to EPPP
CIG
|
3
|
|
Section
|
3.1
|
Further
Assurances
|
3
|
|
Section
|
3.2
|
Other
Assurances
|
4
|
|
Section
|
5.1
|
Order of
Completion of Transactions
|
4
|
|
Section
|
5.2
|
Headings;
References; Interpretation
|
4
|
|
Section
|
5.3
|
Successors and
Assigns
|
5
|
|
Section
|
5.4
|
No Third Party
Rights
|
5
|
|
Section
|
5.5
|
Counterparts
|
5
|
|
Section
|
5.6
|
Governing
Law
|
5
|
|
Section
|
5.7
|
Severability
|
5
|
|
Section
|
5.8
|
Amendment or
Modification
|
5
|
|
Section
|
5.9
|
Integration
|
5
|
|
Section
|
5.10
|
Deed; Bill of
Sale; Assignment
|
5
|
CONTRIBUTION,
CONVEYANCE
AND ASSUMPTION
AGREEMENT
This
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “
Agreement ”), dated as of July 24, 2009, is entered
into by and among El Paso Pipeline Partners, L.P., a Delaware
limited partnership (the “ Partnership
”), El Paso Noric Investments III, L.L.C., a Delaware limited
liability company (“ EP Noric ”), EPPP
CIG GP Holdings, L.L.C., a Delaware limited liability company
(“ EPPP CIG ”), El Paso Pipeline Partners
Operating Company, L.L.C., a Delaware limited liability company
(the “ Operating Company ”), Colorado
Interstate Gas Company, a Delaware general partnership (“
CIG ”) and El Paso Corporation, a Delaware
corporation (“ El Paso ”). The
parties to this Agreement are collectively referred to herein as
the “ Parties .” El Paso and
EP Noric, are referred to herein collectively as the “
Contributing Parties .” Capitalized terms used
herein shall have the meanings assigned to such terms in Section
1.1.
RECITALS
WHEREAS, the
Contributing Parties desire to transfer to the Partnership an 18%
general partner interest in CIG (the “ Subject
Interest ”) pursuant to the terms of the Contribution
Agreement (as defined below) and this Agreement; and
WHEREAS, EP
Noric owns a 60% general partner interest in CIG and EPPP CIG owns
a 40% general partner interest in CIG; and
WHEREAS, after
giving effect to the completion of the contribution of the Subject
Interest referred to above pursuant to the terms of this Agreement
and the Contribution Agreement (as defined below), EP Noric and
EPPP CIG will own a 42% and 58% general partner interest in CIG,
respectively; and
WHEREAS, in
order to accomplish the objectives and purposes in the preceding
recitals, and to effect the intent of the Parties in connection
with the consummation of the transactions contemplated hereby, the
following actions have been taken prior to the date
hereof:
1. The
Partnership, EP Noric, EPPP CIG, the Operating Company, CIG and El
Paso entered into that certain Contribution Agreement (the “
Contribution Agreement ”), dated July 24, 2009
pursuant to which the Partnership agreed to acquire the Subject
Interest from the Contributing Parties for aggregate consideration
of $214.5 million (as may be adjusted pursuant to the
Contribution Agreement), which consideration will be paid in the
form specified in the Contribution Agreement.
WHEREAS,
concurrently with the consummation of the transactions contemplated
hereby (the “ Closing ”