WILLIAMS PIPELINE PARTNERS L.P. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee INDENTURE Dated as of [ ] Debt SecuritiesIndenture • July 14th, 2009 • Williams Pipeline Partners L.P. • Natural gas transmission • New York
INDENTURE (the “Indenture”), dated as of [ ], between WILLIAMS PIPELINE PARTNERS L.P., a limited partnership existing under the laws of the State of Delaware (the “Company”), located at One Williams Center, Tulsa, Oklahoma 74172, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, duly organized and validly existing under the laws of the United States of America, as trustee (the “Trustee”).
WILLIAMS PIPELINE PARTNERS L.P. 16,250,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • New York
Such counsel shall also state that each of the Registration Statement, on the Effective Date, and the Prospectus, as of its date (except for the financial statements and related schedules, including the notes and schedules thereto and the auditor’s reports thereon, and any other related financial and accounting data included therein or excluded therefrom, as to which such counsel need express no opinion), appear on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations (except that such counsel expresses no statement or belief as to Regulation S-T).
AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PIPELINE PARTNERS L.P.Limited Partnership Agreement • January 30th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PIPELINE PARTNERS L.P. dated as of January 24, 2008, is entered into by and between Williams Pipeline GP LLC, a Delaware limited liability company, as the General Partner, and Williams Pipeline Services Company, a Delaware limited liability company (the “Organizational Limited Partner”), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CREDIT AGREEMENT dated as of February 17, 2010 among WILLIAMS PARTNERS L.P. NORTHWEST PIPELINE GP TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, as Borrowers The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS...Credit Agreement • July 29th, 2010 • Williams Pipeline Partners L.P. • Natural gas transmission • New York
This Credit Agreement dated as of February 17, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is among WILLIAMS PARTNERS L.P., a Delaware limited partnership (“WPZ”), NORTHWEST PIPELINE GP, a Delaware general partnership (“NWP”), TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, a Delaware limited liability company (“TGPL”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.
FIRST AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF NORTHWEST PIPELINE GP BY AND BETWEEN WGPC HOLDINGS LLC AND WILLIAMS PIPELINE PARTNERS HOLDINGS LLC EFFECTIVE AS OF JANUARY 24, 2008General Partnership Agreement • January 30th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT is entered into effective as of the Effective Date by and between WGPC Holdings LLC, a Delaware limited liability company (the “Williams Partner”), and Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (the “MLP Partner”) and amends and restates the General Partnership Agreement of Northwest Pipeline GP, a Delaware general partnership (the “Partnership”), dated as of October 1, 2007 (the “Original Agreement”). The Williams Partner and the MLP Partner, together with any other persons who become parties to this Agreement in the manner provided herein, are hereinafter collectively referred to as the “Partners” and each, individually, as a “Partner.”
OMNIBUS AGREEMENT AMONG WILLIAMS GAS PIPELINE COMPANY, LLC WILLIAMS PIPELINE GP LLC WILLIAMS PIPELINE PARTNERS L.P. WILLIAMS PIPELINE OPERATING LLC WILLIAMS PIPELINE PARTNERS HOLDINGS LLC AND (FOR PURPOSES OF ARTICLES IV AND V ONLY) THE WILLIAMS...Omnibus Agreement • January 30th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Williams Gas Pipeline Company, LLC, a Delaware limited liability company (“WGPC” or the “Williams Indemnitor”), Williams Pipeline GP LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein), the “General Partner”), for itself and on behalf of the MLP in its capacity as general partner, Williams Pipeline Partners L.P., a Delaware limited partnership (the “MLP”), Williams Pipeline Operating LLC, a Delaware limited liability company (the “OLLC”), Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (“MLP Holdings”), and, for purposes of Articles IV and V hereof only, The Williams Companies, Inc., a Delaware corporation (“Williams”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
Williams Pipeline GP LLC Long-Term Incentive Plan Form of Restricted Unit Grant Agreement for Non-Employee DirectorsRestricted Unit Grant Agreement • March 14th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Oklahoma
Exhibit E Joint Filing StatementJoint Filing Statement • February 4th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof. Dated: February 4, 2008
AGREEMENT AND PLAN OF MERGER dated as of May 24, 2010 by and among WILLIAMS PARTNERS L.P., WILLIAMS PARTNERS GP LLC, WILLIAMS PARTNERS OPERATING LLC, WPZ OPERATING COMPANY MERGER SUB LLC, WILLIAMS PIPELINE PARTNERS L.P. and WILLIAMS PIPELINE GP LLCMerger Agreement • May 26th, 2010 • Williams Pipeline Partners L.P. • Natural gas transmission • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 24, 2010 (the “Execution Date”), is entered into by and among Williams Partners L.P., a Delaware limited partnership (“WPZ”), Williams Partners GP LLC, a Delaware limited liability company and the general partner of WPZ (“WPZ General Partner”), Williams Partners Operating LLC, a Delaware limited liability company and a wholly owned subsidiary of WPZ (“Operating Company”), WPZ Operating Company Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Operating Company (“Merger Sub”), Williams Pipeline Partners L.P., a Delaware limited partnership (“WMZ”), and Williams Pipeline GP LLC, a Delaware limited liability company and the general partner of WMZ (“WMZ General Partner”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • January 30th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Oklahoma
This Administrative Services Agreement (“Agreement”) is effective as of October 1, 2007 (the “Effective Date”), by and between Northwest Pipeline Services LLC, a Delaware limited liability company (“Contractor”), and Northwest Pipeline GP, a Delaware general partnership (“Northwest”).
FORM OF OMNIBUS AGREEMENT AMONG WILLIAMS GAS PIPELINE COMPANY, LLC WILLIAMS PIPELINE GP LLC WILLIAMS PIPELINE PARTNERS L.P. WILLIAMS PIPELINE PARTNERS OPERATING LLC WILLIAMS PIPELINE PARTNERS HOLDINGS LLC AND (FOR PURPOSES OF ARTICLES IV AND V ONLY)...Omnibus Agreement • January 8th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Williams Gas Pipeline Company, LLC, a Delaware limited liability company (“WGPC” or the “Williams Indemnitor”), Williams Pipeline GP LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein), the “General Partner”), for itself and on behalf of the MLP in its capacity as general partner, Williams Pipeline Partners L.P., a Delaware limited partnership (the “MLP”), Williams Pipeline Partners Operating LLC, a Delaware limited liability company (the “OLLC”), Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (“MLP Holdings”), and, for purposes of Articles IV and V hereof only, The Williams Companies, Inc., a Delaware corporation (“Williams”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PIPELINE PARTNERS L.P.Limited Partnership Agreement • September 1st, 2010 • Williams Pipeline Partners L.P. • Natural gas transmission • Delaware
This Second Amended and Restated Agreement of Limited Partnership (as it may be amended, supplemented or restated from time to time, the “Agreement”) of Williams Pipeline Partners L.P. (the “Partnership”) dated as of August 31, 2010 and effective as of the Effective Time (as defined below), is entered into by and between Williams Pipeline GP LLC, a Delaware limited liability company, as the general partner (the “General Partner”) and Williams Partners Operating LLC, a Delaware limited liability company, as the limited partner (the “Limited Partner”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WILLIAMS PIPELINE GP LLC A DELAWARE LIMITED LIABILITY COMPANY EFFECTIVE AS OF SEPTEMBER 12, 2007Limited Liability Company Agreement • January 8th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Delaware
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG WILLIAMS PIPELINE PARTNERS L.P. WILLIAMS PIPELINE OPERATING LLC WPP MERGER LLC WILLIAMS PIPELINE PARTNERS HOLDINGS LLC NORTHWEST PIPELINE GP WILLIAMS PIPELINE GP LLC WILLIAMS GAS...Contribution, Conveyance and Assumption Agreement • January 8th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of , 2008 is entered, on and effective as of the Closing Date (as defined herein), by and among Williams Pipeline Partners L.P., a Delaware limited partnership (“MLP”), WPP Merger LLC, a Delaware limited liability company (“WPP Merger”), Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (“WPP Holdings”), Williams Pipeline Operating LLC, a Delaware limited liability company (“WP Operating”), Northwest Pipeline GP, a Delaware general partnership (“NWP”), Williams Pipeline GP LLC, a Delaware limited liability company (“Pipeline GP”), Williams Gas Pipeline Company, LLC, a Delaware limited liability company (“Williams Gas Pipeline”), WGPC Holdings LLC, a Delaware limited liability company (“WGPC Holdings”), and Williams Pipeline Services Company, a Delaware corporation (“WPS Co”). The above-named entities are sometimes referred to in this Agreement each as a "Party” and collectively as the "Parties.
Williams Pipeline GP LLC Long-Term Incentive Plan Restricted Unit Grant Agreement for Non-Employee DirectorsRestricted Unit Grant Agreement • February 27th, 2009 • Williams Pipeline Partners L.P. • Natural gas transmission • Oklahoma
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WILLIAMS PIPELINE GP LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • January 30th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Delaware
Williams Gas Pipeline Company, LLC, a Delaware limited liability company, the sole member of Williams Pipeline GP LLC, a Delaware limited liability company organized pursuant to the Act (the “Company”), hereby declares the following writing and any amendments thereto to be the “Limited Liability Company Agreement” of the Company within the meaning of the Act as of this 24th day of January, 2008:
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • January 8th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Oklahoma
This Administrative Services Agreement (“Agreement”) is effective as of October 1, 2007 (the “Effective Date”), by and between Northwest Pipeline Services LLC, a Delaware limited liability company (“Contractor”), and Northwest Pipeline GP, a Delaware general partnership (“Northwest”).
WORKING CAPITAL LOAN AGREEMENTWorking Capital Loan Agreement • October 29th, 2007 • Williams Pipeline Partners L.P. • Natural gas transmission • New York
This Working Capital Loan Agreement (this “Agreement”) is made as of ___, 2007 (the “Effective Date”), between The Williams Companies, Inc., a Delaware corporation, with principal offices at One Williams Center, Tulsa, Oklahoma 74172 (“Lender”) and Williams Pipeline Partners L.P., a Delaware limited partnership with principal offices at One Williams Center, Tulsa, Oklahoma 74172 (“Borrower”).
