FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WILLIAMS PARTNERS GP LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF , 2005Limited Liability Company Agreement • July 18th, 2005 • Williams Partners L.P. • Natural gas transmission • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WILLIAMS PARTNERS GP LLC (the “Company”), dated as of ___, 2005, is adopted, executed and agreed to, for good and valuable consideration, by Williams Energy Services, LLC, a Delaware limited liability company (“WES”), as the sole member.
OMNIBUS AGREEMENT AMONG WILLIAMS ENERGY SERVICES, LLC WILLIAMS ENERGY, LLC WILLIAMS DISCOVERY PIPELINE LLC WILLIAMS PARTNERS HOLDINGS LLC WILLIAMS PARTNERS GP LLC WILLIAMS PARTNERS L.P. AND WILLIAMS PARTNERS OPERATING LLCOmnibus Agreement • July 18th, 2005 • Williams Partners L.P. • Natural gas transmission
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date, among Williams Energy Services, LLC (“WES”), Williams Energy, LLC (“Williams Energy”), Williams Discovery Pipeline LLC (“Williams Discovery”), Williams Partners Holdings LLC (“Williams Holdings,” and with WES, Williams Energy and Williams Discovery, the “Williams Indemnitors”), Williams Partners 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 Partners L.P., a Delaware limited partnership (the “MLP”) and Williams Partners Operating LLC, a Delaware limited liability company (the “OLLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”.
