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Form of General Partnership Agreement for Delaware for Colorado Interstate Gas Company

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Sectors: Utilities
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 01, 1997
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Exhibit 10.16 FORM OF
GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY , 2007

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TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 6 Section 1.1 Definitions 6 Section 1.2 Construction 15 ARTICLE 2 ORGANIZATION 16 Section 2.1 Formation 16 Section 2.2 Name 16 Section 2.3 Registered Office; Registered Agent; Principal Office in the United States; Other Offices 17 Section 2.4 Purposes 17 Section 2.5 Foreign Qualification 17 Section 2.6 Term 17 Section 2.7 Business Opportunities; No Implied Duty or Obligation 17 Section 2.8 Competition by Partner Affiliates 18 ARTICLE 3 PARTNERSHIP; DISPOSITIONS OF INTERESTS 18 Section 3.1 Initial Partners 18 Section 3.2 Representations, Warranties and Covenants 18 Section 3.3 Dispositions and Encumbrances of Partnership Interests 18 Section 3.4 Creation of Additional Partnership Interests 21 Section 3.5 Access to Information 21 Section 3.6 Confidential Information 22 Section 3.7 Limitation of Liabilities of Partners 24 Section 3.8 Use of Partners' Names and Trademarks 25 ARTICLE 4 CAPITAL CONTRIBUTIONS 25 Section 4.1 Capital Contributions 25 Section 4.2 Loans 25 Section 4.3 No Other Contribution Obligations 26 Section 4.4 Return of Contributions 26 Section 4.5 Capital Accounts 26 Section 4.6 Failure to Make a Capital Contribution 27 ARTICLE 5 DISTRIBUTIONS AND ALLOCATIONS 30 Section 5.1 Distributions 30 Section 5.2 Allocations for Capital Account Purposes 30 Section 5.3 Allocations for Tax Purposes 32 Section 5.4 Varying Interests 32 ARTICLE 6 MANAGEMENT 32 Section 6.1 Generally 32 Section 6.2 Management Committee 33

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Page Section 6.3 Master Services Agreement 40 Section 6.4 Conflicts of Interest; Outside Activities 40 Section 6.5 Indemnification for Breach of Agreement 41 Section 6.6 General Regulatory Matters(a) 41 Section 6.7 Disclaimer Of Duties 42 Section 6.8 Sole Discretion 42 ARTICLE 7 TAXES 42 Section 7.1 Tax Returns 42 Section 7.2 Tax Elections 42 Section 7.3 Tax Matters Partner 43 Section 7.4 Amounts Withheld 44 ARTICLE 8 BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS 44 Section 8.1 Maintenance of Books; Reports 44 Section 8.2 Reports 44 Section 8.3 Bank Accounts 45 ARTICLE 9 WITHDRAWAL 46 Section 9.1 No Right of Withdrawal 46 Section 9.2 Deemed Withdrawal 46 Section 9.3 Effect of Withdrawal 46 ARTICLE 10 DISPUTE RESOLUTION 47 Section 10.1 Disputes 47 Section 10.2 Negotiation to Resolve Disputes 47 Section 10.3 Selection of Arbitrator 48 Section 10.4 Conduct of Arbitration 49 Section 10.5 Compliance with Delaware Arbitration Act 49 ARTICLE 11 DISSOLUTION, WINDING UP AND TERMINATION 50 Section 11.1 Dissolution 50 Section 11.2 Winding Up and Termination 50 Section 11.3 Deficit Capital Accounts 51 Section 11.4 Statement of Cancellation 51 ARTICLE 12 GENERAL PROVISIONS 52 Section 12.1 Offset 52 Section 12.2 Notices 52 Section 12.3 Entire Agreement; Superseding Effect 52 Section 12.4 Effect of Waiver or Consent 52 Section 12.5 Amendment or Restatement 52 Section 12.6 Binding Effect 52 Section 12.7 Governing Law; Severability 53 Section 12.8 Further Assurances 53 Section 12.9 Waiver of Certain Rights 53 Section 12.10 Counterparts 53

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ANNEX I Partners, Percentage Interests, Representatives, Alternate Representatives and Parents EXHIBITS : A - Initial Facilities

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GENERAL PARTNERSHIP AGREEMENT
OF
COLORADO INTERSTATE GAS COMPANY This GENERAL PARTNERSHIP AGREEMENT OF COLORADO INTERSTATE GAS COMPANY, dated as of _________, 2007 [ Note : to be conversion date] (this " Agreement" ), is adopted, executed and agreed to, for good and valuable consideration, by EP Noric Investments III, L.L.C. , a Delaware limited liability company (" EP Noric" ), and EPPP CIG GP Holdings, L.L.C. , a Delaware limited liability company (" EPPP CIG" ), each as a general partner of the Partnership. Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in Article 1 below. RECITALS WHEREAS, Colorado Interstate Gas Company, a Delaware corporation (" CIGC" ), owned and operated an interstate natural gas pipeline system and, through its subsidiaries, conducted other businesses; and WHEREAS, in accordance with Section 266 of the Delaware General Corporation Law (" DGCL" ) and Section 15-901 of the Delaware Revised Uniform Partnership Act (" DRUPA" ), on the date hereof, CIGC was converted (the " Conversion" ) into a Delaware general partnership upon the compliance by CIGC with the provisions of Section 266 of the DGCL and Section 15-901 of DRUPA and the filing with the Secretary of State of Delaware in accordance with Section 15-901 of DRUPA of a certificate of conversion to a Delaware general partnership and a statement of partnership existence in accordance with DRUPA Section 15-303; and WHEREAS, upon the filing with the Secretary of State of Delaware of such certificate of conversion to partnership and statement of partnership existence CIGC was converted into the Partnership, with the Partnership' s existence deemed in accordance with DRUPA Section 15-901(d) to have commenced on the date that CIGC commenced its existence as a Delaware corporation; and WHEREAS, pursuant to this Agreement and the Conversion, the stockholders of CIGC became general partners of the Partnership, all of the issued and outstanding shares of capital stock in CIGC were converted into Partnership Interests in the Partnership, and the stockholders of CIGC became the owners of all of the Partnership Interests in the Partnership, each holding the Percentage Interest shown on Annex I hereto; and WHEREAS, this Agreement, as it may be amended, modified, superseded or restated, is intended to bind all Partners from time to time and the Partnership; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

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ARTICLE 1
DEFINITIONS Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below or set forth in the Sections referred to below: " AAA" shall have the meaning assigned to such term in Section 10.2(c) . " Acquisition Proposal" shall have the meaning assigned to such term in Section 3.3(a) . " Additional Contributing Partners" shall have the meaning assigned to such term in Section 4.6(a) . " Additional Contribution" shall have the meaning assigned to such term in Section 4.6(a) . " Adjusted Capital Account" means, with respect to any Partner, the balance, if any, in such Partner' s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments: (i) Credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or pursuant to Treasury Regulation a71.704-1(b)(2)(ii)(c) or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations a71.704-2(g)(1) and a71.704-2(i)(5); (ii) Debit to such Capital Account the items described in Treasury Regulation a7a71.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations a71.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. " Affiliate" means, with respect to any Person, (a) each entity that such Person Controls; (b) each Person that Controls such Person, including, in the case of a Partner, the Partner' s Parent; and (c) each entity that is under common Control with the Person, including, in the case of a Partner, each entity that is Controlled by the Partner' s Parent; provided , that with respect to any Partner, an Affiliate shall include (y) a limited partnership or a Person Controlled by a limited partnership if a general partner of the limited partnership is Controlled by the Partner' s Parent, or (z) a limited liability company or a Person controlled by a limited liability company if the managing member of the limited liability company is Controlled by such Partner' s Parent; provided further, for purposes of this Agreement the Partnership and its Subsidiaries (if any) shall not be an Affiliate of any Partner. " Affiliate' s Outside Activities" shall have the meaning assigned to such term in Section 6.4(d) .

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" Agreement" shall have the meaning assigned to such term in the preamble. " Allocation Regulations" shall mean Treasury Regulation a7a71.704-1(b), 1.704-2 and 1.704-3 (including any temporary regulations) as such regulations may be amended and in effect from time to time and any corresponding provision of succeeding regulations. " Alternate Representative" shall have the meaning assigned to such term in Section 6.2(a)(ii) . " Arbitration Notice" shall have the meaning assigned to such term in Section 10.2(c) . " Arbitrator" shall have the meaning assigned to such term in Section 10.3(a) . " Assignee" means any Person that acquires a Partnership Interest or any portion of a Partnership Interest through a Disposition; provided, however , that an Assignee shall have no right to be admitted to the Partnership as a Partner except with the prior written approval of the Management Committee. The Assignee of a liquidated or wound up Partner is the stockholder, partner, member or other equity owner or owners of the liquidated or wound up Partner to which that Partner' s Partnership Interest is assigned by the Person conducting the liquidation or winding up of that Partner. The Assignee of a Bankrupt Partner is (a) the Person or Persons (if any) to whom such Bankrupt Partner' s Partnership Interest is assigned by order of the bankruptcy court or other Governmental Authority having jurisdiction over such Bankruptcy, or (b) in the event of a general assignment for the benefit of creditors, the creditor to which such Partnership Interest is assigned. " Authorizations" means licenses, certificates, permits, orders, approvals, determinations and authorizations from Governmental Authorities having valid jurisdiction. " Available Cash" means with, respect to any Quarter ending prior to the Liquidation Date, the following, without duplication: (a) the sum of (i) all cash and cash equivalents of the Partnership Group (or the Partnership' s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand at the end of such Quarter, and (ii) if the Management Committee so determines, all or any portion of any additional cash and cash equivalents of the Partnership Group on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter, less (b) the amount of any cash reserves established by the Management Committee (or the Partnership' s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) to (i) provide for the proper conduct of the business of the Partnership Group (including reserves for future maintenance capital expenditures and for anticipated future credit needs of the Partnership Group) subsequent to such Quarter or (ii) comply with applicable Law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject;

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provided, however , that disbursements made by a Group Member or cash reserves established, increased or reduced by a Group Member after the end of such Quarter but on or before the date of the determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the Management Committee so determines. Notwithstanding the foregoing, " Available Cash" with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero. " Bankruptcy" or " Bankrupt" means, with respect to any Person, (a) that Person (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for that Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against that Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of that Person or of all or any substantial part of that Person' s properties; or (b) against that Person, a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Law has been commenced and 120 Days have expired without dismissal thereof or with respect to which, without that Person' s consent or acquiescence, a trustee, receiver or liquidator of that Person or of all or any substantial part of that Person' s properties has been appointed and 90 Days have expired without the appointment' s having been vacated or stayed, or 90 Days have expired after the date of expiration of a stay, if the appointment has not previously been vacated. " Breaching Partner" means a Partner that (i) has committed a failure or breach of the type described in the definition of " Default," (ii) has received a notice of the type described in the definition of " Default," and (iii) has not cured the failure or breach, but as to which the applicable cure period set forth in the definition of " Default" has not yet expired. " Business Day" means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States or the State of New York or Texas shall not be regarded as a Business Day. " Capital Account" means the capital account maintained by the Partnership for each Partner in accordance with Section 4.5 . " Capital Budget" means the annual capital budget for the Partnership that is approved (or deemed approved) pursuant to Section 6.2(h)(ii)(C) . " Capital Call" shall have the meaning assigned to such term in Section 4.1(a) . " Capital Contribution" means any cash, cash equivalents or property that a Partner contributes to the Partnership. Any reference in this Agreement to the Capital Contribution of a Partner shall include a Capital Contribution of its predecessors in interest.

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" Carrying Value" means (a) with respect to property contributed to the Partnership, the fair market value of such property at the time of contribution reduced (but not below zero) by all depreciation, depletion (computed as a separate item of deduction), amortization and cost recovery deductions charged to the Partners' Capital Accounts, (b) with respect to any property whose value is adjusted pursuant to the Allocation Regulations, the adjusted value of such property reduced (but not below zero) by all depreciation and cost recovery deductions charged to the Partner' s Capital Accounts and (c) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. " Certificate" shall have the meaning assigned to such term in Section 2.1 . " Claim" means any and all losses, claims, damages, liabilities (joint or several), expenses (including legal fees and expenses), judgments, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings (whether civil, criminal, administrative or investigative), deficiencies, levies, duties, imposts, remediation and cleanup costs and natural resources damages. " Closing Date" means the date of the closing of the initial public offering of common limited partner interests by the MLP. " Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law. " Confidential Information" means information and data (including all copies) that is furnished or submitted by any of the Partners or their Affiliates, whether oral, written or electronic, to the other Partners or their Affiliates in connection with the Facilities or the business of any Subsidiary and the resulting information and data obtained from those studies, including market evaluations, market proposals, service designs and pricing, pipeline system design and routing, cost estimating, rate studies, identification of permits, strategic plans, legal documents, environmental studies and requirements, public and governmental relations planning, identification of regulatory issues and development of related strategies, legal analysis and documentation, financial planning, gas supply and deliverability data and other studies and activities to determine the potential viability of the Facilities and their design characteristics, and identification of key issues. Notwithstanding the foregoing, the term " Confidential Information" shall not include any information that: (a) is in the public domain at the time of its disclosure or thereafter, other than as a result of a disclosure directly or indirectly by a Partner or its Affiliates in contravention of this Agreement; (b) as to any Partner or its Affiliates, was in the possession of such Partner or its Affiliates prior to the execution of any confidentiality agreements related to the Facilities or this Agreement; or

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(c) has been independently acquired or developed by a Partner or its Affiliates without violating any of the obligations of that Partner or its Affiliates or Operator under any applicable agreement. " Contributing Partner" shall have the meaning assigned to such term in Section 4.6(a) . " Control" means the possession, directly or indirectly, through one or more intermediaries, of the following: (a) (i) in the case of a corporation, 50% or more of the outstanding voting securities thereof; (ii) in the case of a limited liability company, general partnership or venture, the right to 25% or more of the distributions therefrom (including liquidating distributions); (iii) in the case of a trust or estate, including a business or statutory trust, 50% or more of the beneficial interest therein; and (iv) in the case of any other entity, 50% or more of the economic or beneficial interest therein; provided, however, in the case of a limited partnership, " Control" shall mean possession, directly or indirectly through one or more intermediaries, of, (A) in the case where the general partner of such limited partnership is a corporation, ownership of 50% or more of the outstanding voting securities of such corporate general partner, (B) in the case where the general partner of such limited partnership is a partnership, limited liability company or other entity (other than a corporation or limited partnership), the right to 25% or more of the distributions from such general partner entity, and (C) in the case where the general partner of such limited partnership is a limited partnership, Control of the general partner of such general partner in the manner described under clause (A) or (B), in each case, notwithstanding that the Person with respect to which Control is being determined does not possess, directly or indirectly through one or more subsidiaries, the right to receive at least 25% of the distributions from such limited partnership; or (b) in the case of any entity, the power or authority, through ownership of voting securities, by contract or otherwise, to exercise predominant control over the management of the entity. " Day" means a calendar day; provided, however, that, if any period of Days referred to in this Agreement shall end on a Day that is not a Business Day, then the expiration of that period shall be automatically extended until the end of the first succeeding Business Day. " Deemed Tax Disposition" means any event or series of events that is treated for federal income tax purposes as a sale or exchange of a Partner' s Partnership Interest or portion thereof for purposes of Section 708(b)(1)(B) of the Code. " Default" means with respect to any Partner, the failure of a Partner to comply in any material respect with any of its other agreements, covenants or obligations under this Agreement (provided that the failure of a Partner to make a Capital Contribution when required in response to a Capital Call shall not constitute a Default), or the failure of any representation or warranty made by a Partner in this Agreement to have been true and correct in all material respects at the time it was made, in each case if the breach is not cured by the applicable Partner on or before the 30th Day after its receiving written notice of such breach from any other Partner (or, if such breach is not capable of being cured within such 30-Day period, if such Partner fails to promptly

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commence substantial efforts to cure such breach or to prosecute such curative efforts to completion with continuity and diligence). The Management Committee may, but shall have no obligation to, extend the foregoing 10-Day and 30-Day periods. " Default Rate" means a rate per annum equal to the lesser of (a) a varying rate per annum equal to the sum of (i) the prime rate as published in The Wall Street Journal , with adjustments in that varying rate to be made on the same date as any change in that rate is so published, plus (ii) 1% per annum, and (b) the maximum rate permitted by Law. " DGCL" shall have the meaning assigned to such term in the Recitals. " Dispose," " Disposing" or " Disposition" means, with respect to any asset, a sale, assignment, transfer, conveyance, gift, exchange or other disposition of such asset, whether such disposition be voluntary, involuntary or by operation of Law, including the following: (a) in the case of an asset owned by a natural person, a transfer of such asset upon the death of its owner, whether by will, intestate succession or otherwise; (b) in the case of an asset owned by an entity, (i) a merger or consolidation of such entity (other than where such entity is the survivor thereof), (ii) a conversion of such entity into another type of entity, or (iii) a distribution of such asset, including in connection with the dissolution, liquidation, winding up or termination of such entity (unless, in the case of dissolution, such entity' s business is continued without the commencement of liquidation or winding up); and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance; provided , however , that such terms shall not include (i) the creation of an Encumbrance or (ii) the sale or other transfer (directly or indirectly and whether by merger, consolidation, conversion, sale of assets or otherwise) of all or any portion of the capital stock, member interests or other equity interests of any Partner. " Disposing Partner" shall have the meaning assigned to such term in Section 3.3(a) . " Dispute" shall have the meaning assigned to such term in Section 10.1 . " Dispute Notice" shall have the meaning assigned to such term in Section 10.2 . " Disputing Partner" shall have the meaning assigned to such term in Section 10.1 . " Dissolution Event" shall have the meaning assigned to such term in Section 11.1 . " DRUPA" means the Delaware Revised Uniform Partnership Act (6 Del. C . a715-101, et seq.), as amended from time to time. Any reference herein to a specific section or sections of DRUPA shall be deemed to include a reference to any corresponding provision of any successor law. " Effective Date" means the date of this Agreement as specified in the preamble. " Encumber," " Encumbering" or " Encumbrance" means the creation of a security interest, lien, pledge, mortgage or other encumbrance, whether such encumbrance be voluntary, involuntary or by operation of Law. " Exercise Period" shall have the meaning assigned to such term in Section 3.3(a) .

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" Facilities" means (a) the Initial Facilities, (b) any additions to or expansions or extensions of existing Facilities that are approved by (i) the Management Committee, (ii) one or more duly authorized Officer(s) pursuant to authorization from the Management Committee (which may include blanket authority consistent with rules and regulations of the FERC in effect from time to time) or (iii) in accordance with the terms of the Master Services Agreement. " FERC" means the Federal Energy Regulatory Commission or any Governmental Authority succeeding to powers that, as of the date of this Agreement, are exercised by such Commission over the rates, terms and conditions of the Partnership. " Governmental Authority" means a federal, state, local or foreign governmental authority; a state, province, commonwealth, territory or district thereof; a county or parish; a city, town, township, village or other municipality; a district, ward or other subdivision of any of the foregoing; any executive, legislative or other governing body of any of the foregoing; any agency, authority, board, department, system, service, office, commission, committee, council or other administrative body of any of the foregoing, including the FERC; any court or other judicial body; and any officer, official or other representative of any of the foregoing. " Group Member" means a member of the Partnership Group. " Group Member Agreement" means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time. " Initial Facilities" means the interstate natural gas pipeline system known as the Colorado Interstate Natural Gas Company interstate pipeline system and related equipment and other infrastructure described on Exhibit A . " Law" means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration or interpretative or advisory opinion or letter of a Governmental Authority having valid jurisdiction. " Liquidation Date" means in the case of any event giving rise to the dissolution of the Partnership, the date on which such event occurs. " Liquidator" means EP Noric or such other Person(s) selected by the Management Committee to perform the functions described in Section 11.2 as liquidating trustee of the Partnership and to wind up the business and affairs of the Partnership within the meaning of DRUPA. " Loan Notice" shall have the meaning assigned to such term in Section 4.2(a) .

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" Majority Interest" shall have the meaning assigned to such term in Section 6.2(e)(i) . " Management Committee" means the committee comprised of the individuals designated by the Partners in accordance with Section 6.2 and all other individuals designated by the Partners to serve as a representative on such committee in accordance with Article 6 ; and references in this Agreement to the Management Committee shall refer to such individuals collectively in their capacity as representatives on such committee. " Master Services Agreement" means that certain Master Services Agreement, dated as of , 2007, to be entered into among the Partnership, El Paso Natural Gas Company, Tennessee Gas Pipeline Company, El Paso Corporation and CIG Pipeline Services Company, L.L.C. " MLP" means El Paso Pipeline Partners, L.P., a Delaware limited partnership. " NGA" means the Natural Gas Act of 1938, 15 U.S.C.A. a7 717 et. seq. (1997). A reference herein to a specific section or sections of the NGA shall be deemed to include a reference to any corresponding provision of any successor law. " Non-Contributing Partner" shall have the meaning assigned to such term in Section 4.6(a) . " Officer" means any Person designated as an officer of the Partnership as provided in Section 6.2 , but from and after the time any Person ceases to be an officer of the Partnership the term " Officer" does not include such Pers
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