AMENDED AND RESTATED OPERATING AGREEMENT OF TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC Effective February 17, 2010

Exhibit 3-2

AMENDED AND RESTATED OPERATING AGREEMENT

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

Effective February 17, 2010

THIS AMENDED AND RESTATED OPERATING AGREEMENT dated as of the 17th day of February, 2010, is made by Xxxxxxxx Partners Operating LLC (the “Member”) with offices at Xxx Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000.

WHEREAS, on the 31st day of December, 2008, a limited liability company was formed pursuant to the provisions of the Delaware Limited Liability Company Act by having the Certificate of Formation of Transcontinental Gas Pipe Line Company, LLC (the “Company”) filed with the Secretary of the State of Delaware.

WHEREAS, on the 17th day of February, 2010, the Member was admitted as the sole member of the Company.

WHEREAS, the Member now desires to amend and restate the Operating Agreement of the Company dated December 31, 2008, as amended.

NOW, THEREFORE, the Member hereby declares as follows:

ARTICLE I — ADOPTION OF ORGANIZATIONAL DOCUMENTS;
PRIORITY OF AUTHORITIES

Section 1.1 Certificate of Formation and Operating Agreement Adoption. The form of the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware is hereby adopted by the Member, and all actions taken in organizing the Company, including, but not limited to, the filing of such Certificate of Formation, are in all respects ratified, confirmed, adopted and approved. This Operating Agreement is hereby adopted by the Member to govern the internal business and affairs of the Company. This Operating Agreement supersedes all prior operating agreements including that certain Operating Agreement dated December 31, 2008, as amended.

Section 1.2 Priority of Authorities. The provisions of this Operating Agreement shall be controlling except to the extent the provisions hereof are in direct conflict with provisions of the Certificate of Formation of the Company as now in existence and as amended from time to time (the “Certificate”) or provisions of the Delaware Limited Liability Company Act as now in existence and as amended from time to time (the “Act”).

Section 1.3 Change of Certificate and Operating Agreement. Only the consent of the Member shall be required to change the Certificate and/or this Operating Agreement.

ARTICLE II — OFFICES; RESIDENT AGENT

Section 2.1 Offices. The Company’s principal place of business shall be Xxx Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx until changed as provided by the Act. The Company also may have such other offices and places of business as the business of the Company may require.

Section 2.2 Name. The name of the limited liability company formed by the Certificate shall continue to be Transcontinental Gas Pipe Line Company, LLC. All business of the Company shall be conducted in such name.

Section 2.3 Registered Agent. The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of New Castle. The name of the Company’s registered agent at such address is Corporation Trust Company.

ARTICLE III — MANAGEMENT

Section 3.1 Management Committee:

(a) The management of the Company and its business shall be vested in a Management Committee (the “Committee”) which shall consist of at least one (1) member, the exact number to be determined from time to time by the Member. All members of the Committee shall be appointed by, and may be removed or replaced at the discretion of, the Member.

(b) The Committee shall act by resolution duly adopted by vote at a meeting of the Committee or by consent in writing of all of its members. At all Committee meetings, members may vote in person or by proxy. Committee members may participate in a meeting by any means of communication by which all members participating in such meeting may simultaneously hear each other during the meeting.

Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx

Each Committee member shall serve until his resignation is accepted or successor is appointed.

Section 3.2 Appointment and Removal of Committee Members. The Member may at any time, by written notice, substitute a new Committee member to serve or designate an alternate to act for and in place of an existing Committee member.

Section 3.3 Exercise of Authority Granted to the Committee.

(a) Subject to the limitations of paragraph (b) below, or otherwise contained in this Operating Agreement, the Committee may delegate such general or specific authority to the Officers (defined in Section 3.5 hereof) as it considers desirable. The Officers may, subject to any restraints or limitations imposed by the Committee, exercise the authority granted to them.

(b) Notwithstanding anything contained herein to the contrary, the authority to determine the following matters with respect to the Company shall be retained by the Committee and any action with respect thereto may be taken by the Officers (within such general or specific limits as may be determined by the Committee) only after the Committee has approved the action in question in accordance with this Section. The following actions shall require the affirmative vote of a majority of all the members of the Committee:

(i) Appointing and removing any Officer;

(ii) Changing the fiscal year of the Company or any accounting policy or procedure of the Company, except as required by law;

(iii) Sale, lease or other disposition of all or substantially all of the Company’s assets;

(iv) Borrowing, lending, securing or guaranteeing the payment of funds or obligations of the Company;

(v) Recapitalization, dissolution or merger of the Company. other than where the Company survives the transaction in which case any Officer may approve the transaction;

(vi) Pledging, placing in trust, assigning or otherwise encumbering any existing property real or personal, owned or hereafter acquired by the Company as collateral or security for any borrowing or other obligation of the Company, except for pledges or deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of money), or leases, or to secure statutory obligations or surety or appeal bonds or to secure indemnity, performance or similar bonds used in the ordinary course of business;

(vii) Making loans or advances to any party, excluding advances for travel and relocation expenses; and

(c) Subject to the foregoing, the Officers shall be fully authorized to handle the day-to-day business and decisions of the Company.

Section 3.4 Meetings of the Committee.

(a) Meetings of the members of the Committee shall be held from time-to-time on the date and at the time determined by the President or any member of the Committee.

(b) Unless waived in writing by all of the members of the Committee, at least five business days’ prior notice of any meeting shall be given to each member of the Committee, except in the case of an emergency meeting. Such notice shall state the purpose for which such meeting has been called.

(d) The Committee shall cause to be kept a book of minutes of all of its meetings in which there shall be recorded the time and place of such meeting, whether regular of special, and if special, by whom such meeting was called, the notice thereof given, the name of those present and the proceedings thereof. Copies of any consents in writing shall also be filed in such minute book.

Section 3.5 Officers.

(a) The Company may have such officers as may be designated by the Management Committee from time-to-time, who shall act as agents of the Company, who shall have such powers as are usually exercised by comparably designated officers of a Delaware corporation and who shall have the power to bind the Company through the exercise of such powers, to the extent consistent with the terms of this Operating Agreement. The officers of the Company may be a Chairman, Chief Executive Officer, a President, one or more Senior Vice Presidents and one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Management Committee may from time to time appoint.

(b) The Member hereby appoints the Officers named below to serve until they are removed from office by the Committee or until their resignations are accepted and their successors are appointed by the Committee:


Office		Name
Senior Vice President		Xxxxxxx X. Xxxxxx
Vice President		Xxxxxxx Xxx Xxxxxxx
Vice President		Xxxxxxx X. Xxxxxxx
Vice President, General Counsel & Assistant Secretary		Xxxxxxx X. Xxxxxxx
Vice President		Xxxxx X. Xxxxxxx
Vice President		Xxxxxxxx X. Xxxxxxxxxx
Vice President & Treasurer		Xxxxxxx X. Xxxxxxxx
Controller & Assistant Treasurer		Xxxxxxx X. Xxxxxxxxx
Secretary		La Fleur X. Xxxxxx


Office		Name
Assistant Secretary		Xxxxx X. Xxxxx
Assistant Secretary		Xxxxxxx X. Xxxxx
Assistant Secretary		Xxxxx X. Xxxxxx
Assistant Secretary		Xxxxxx Xxxxxx Torrey
Assistant Treasurer		Xxxx X. Husband
Assistant Treasurer		Xxxxxx X. Sailor

Section 3.6 Execution of Documents.

(a) Any deed, deed of trust, xxxx of sale, lease agreement, security agreement, financing agreement, contract of purchase or sale, partnership agreement or joint venture agreement, or other contract or instrument purporting to bind the Company or to convey or encumber any of the assets of the Company, may be signed by the Chief Executive Officer, the President, any Vice President, the Treasurer or the Secretary, and no other signature shall be required.

(b) Any person dealing with the Company shall be entitled to rely on a certificate of the Secretary or any Assistant Secretary as conclusive evidence of the incumbency of any Officer and his authority to take action on behalf of the Company and shall be entitled to rely on a copy of any resolution or other action taken by the Committee and certified by any Officer not named in the resolution, as conclusive evidence of such action of the authority of the Officer referred to in such resolution to bind the Company to the extent set forth therein.

(c) The Chief Executive Officer, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Company shall have the authority by a letter signed by any of them to open bank accounts with any banks and to name the person or persons, or combination of persons, authorized to sign checks and withdrawal documents drawn against such accounts, and to sign agreements and other documents providing for the transfer of funds by computers or similar electronic means or otherwise, the same as though the contents of such letter were incorporated in a formal resolution duly passed at a duly conducted meeting of the Management Committee. The Secretary or any Assistant Secretary of the Company be, and each is, hereby authorized to certify any such letter as may be required by any such bank at any time to evidence authority for the deposit and withdrawal of funds and the borrowing of money or otherwise.

ARTICLE IV — GENERAL PROVISIONS

Section 4.1 Indemnification. The Company may, to the extent authorized from time to time by the Committee, grant rights of indemnification and to advancement of expenses to any member of the Committee, Officer, employee or agent of the Company, to the fullest extent permitted by law, for judgments, settlements, penalties, fines or expenses incurred in any proceeding because he or she is or was a member of the Committee, an Officer, an employee, or an agent of the Company.

Section 4.2 Binding Effect. Except as otherwise provided herein, every covenant, term and provision hereof shall be binding upon and inure to the benefit of the Member and its

permitted successors, transferees, and assigns (including any assignee for security purposes or person holding a security interest).

Section 4.3 Severability. Except as otherwise provided in the succeeding sentence, every provision of this Operating Agreement is intended to be severable, and, if any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Operating Agreement. The preceding sentence of this Section shall be of no force or effect if the consequence of enforcing the remainder of this Operating Agreement without such illegal or invalid term or provision would be to cause the Member to lose the benefit of its economic bargain.

Section 4.4 Choice of Law. This Operating Agreement shall be construed and interpreted according to the laws of the State of Delaware.

EXECUTED by Xxxxxxxx Partners Operating LLC, as sole member of the Company, as of the date first above stated.


XXXXXXXX PARTNERS OPERATING LLC
By:	Xxxxxxxx Partners L.P., its managing member

By:	Xxxxxxxx Partners GP LLC, its general partner

By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Chief Financial Officer

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AMENDED AND RESTATED OPERATING AGREEMENT OF TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC Effective February 17, 2010

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